Source - RNS
RNS Number : 4920K
Secure Property Dev & Inv PLC
22 September 2016
 

Secure Property Development & Invest PLC/ Index: AIM / Epic: SPDI / Sector: Real Estate

 

22 September 2016

 

Secure Property Development & Investment PLC ('SPDI' or 'the Company')

Interim Results

 

Secure Property Development & Investment PLC, the AIM quoted South Eastern European focused property company, is pleased to announce its unaudited half year results for the six months ended 30 June 2016.

 

Financial Highlights

·     €2.66 million rental income compared with €2.73 million in H1 2015 - demonstrating the portfolio's stable revenue generation capability

·     €0.62 million EBITDA (H1 2015: €0.84 million) showing, despite a reduction attributable to small price reductions to accelerate residential unit sales, the continuation for a third year of positive EBITDA

·     Strong asset backing behind the Company:

Net Asset Value of €41.3 million as at 30 June 2016 (31 December 2015: €42.5 million) while NAV per share stands at 0.46 as at 30 June 2016 compared with €0.47 at 31 December 2015

Loan to value ratio of 52% as at 30 June 2016 (H1 2015: 53%)

·     Enhanced management of portfolio costs:

20% reduction in administrative expenses to €1.18 million compared with €1.47 million in H1 2015, and

11% reduction in finance costs to €1.23 million (H1 2015: €1.39 million)

 

Operational Highlights

·     Active management of portfolio of seven income producing prime real estate properties in South Eastern Europe to maximise income generation and capital appreciation of each asset

·     Proposed sale of the Brovary Terminal in Ukraine with fixed four-year lease agreement (with an affiliate of the prospective buyer) raising the warehouse occupancy rate to 100% and generating ~US$150,000 of Net Operating Income ('NOI') per month until the sale is concluded

Subject to completion, the Brovary Terminal sale is expected to generate a substantial net cash inflow for the Company of approximately €4m

·     Sale of the Linda residential portfolio in Bucharest for €660,000 (gross of debt)

 

Post Period End Highlights

·     Successful refinancing of retail property in Romania which included an extension of the lease to Praktiker, the blue chip regional DIY retailer for an additional 5.5 years until 2025

·     Settlement reached with Nestle on the early termination of its lease on the Innovations Logistics Terminal in Romania, including €1.4m in cash from Nestle, in exchange for SPDI agreeing to release Nestle from the remaining three years of its lease. Settlement equivalent to eighteen months of rent, and up to two years when other gains are taken into account

Negotiations with Bank of Piraeus on the sale and lease back agreement on the Innovations Logistics Terminal are continuing

 

Lambros G. Anagnostopoulos, Chief Executive Officer, said, "Following a transformational 2015, which saw our portfolio of income producing properties let to blue chip tenants in South Eastern Europe more than double to seven, the six months under review has been a period of active portfolio management where the priority has been to extract as much income and value as possible from each asset.  We are encouraged by the progress made which has seen the Brovary Terminal in Ukraine fully let, adding ~US$150,000 of Net Operating Income per month ahead of its proposed sale in the second half; the refinancing of a retail property in Bucharest which closed post period end; and the sale of a non-core residential portfolio in Bucharest, all of the above generating cash for the Company. 

 

"In tandem with our on-going focus on generating value from our existing assets, we continue to evaluate new properties that match our strategic criteria of expanding into well  located and underpriced income producing assets that will help the Company build a platform of stable cash flows based on long term visible income streams which is exposed to the significant capital uplift offered by the on-going European yield compression play over the short to medium term.  I look forward to providing further updates on our progress as we deliver on our objective to transform SPDI into a leading income generating property play focused on Emerging Europe." 

 

This announcement contains inside information.

 

* * ENDS * *

 

For further information please visit www.secure-property.eu or contact:

 

Lambros Anagnostopoulos Constantinos Bitros

SPDI

Tel: +357 22 030783




Andrew Emmott

Ritchie Balmer

Strand Hanson Limited

Tel: +44 (0) 20 7409 3494




Lottie Brocklehurst

Frank Buhagiar

 

 

St Brides Partners Ltd

Tel: +44 (0) 20 7236 1177

Notes to Editors

Secure Property Development and Investment plc is an AIM listed property development and investment company focused on the South East European markets.  The Company's strategy is focused on generating healthy investment returns principally derived from: the operation of income generating commercial properties and capital appreciation through investment in high yield real estate assets.  The Company is focused primarily on commercial and industrial property in populous locations with blue chip tenants on long term rental contracts.  The Company's senior management consists of a team of executives that possess extensive experience in managing real estate companies both in the private and the publicly listed sector, in various European countries.

 

 

1.         Management Report

In summary

The first half of 2016 was a period of consolidation for SPDI following the fast growth of the previous two years which saw the Company acquire multiple properties, expand into three new South East European countries and in the process triple both the value of SPDI's Assets Under Management and the Lease Income generated.  The six months under review saw the Company continue focus on ensuring that each asset is managed with a view to achieving our strategic objectives of efficient income generation and value creation.

 

In Romania, the fastest growing economy in the EU, we spent time and resources refinancing the retail property leased to Praktiker, the blue chip regional DIY retailer. The final agreement, which included an extension of the lease to Praktiker for an additional 5.5 years until 2025, was effected in July 2016.  Nestle, the previous anchor tenant of the Innovations Logistics Terminal, informed us that following the sale of its global ice cream business in 2015, it would depart the Terminal.  We agreed to release Nestle from their remaining three year contract obligations in exchange for receiving €1.4m in cash (the equivalent of 18 months of rent) and retaining the three month cash guarantee as well as other capital additions in the warehouse implemented by Nestle.  In all the monetary value of the settlement is equivalent to almost two years' worth of rent.  The settlement agreement with Nestle was announced in mid-August, and negotiations with Bank of Piraeus on the sales and lease back agreement are continuing towards what we hope will be a successful conclusion.

 

As part of the active management of our property portfolio we have entertained third party interest in a number of our assets with a view to realising some of the value we have created over the last few years.  With this in mind, negotiations for the sale of our Terminal Brovary Logistic Park in Kiev ('Brovary') are at an advanced stage.  The terminal, which has some vacancy after tenants departed following the collapse of the local currency as well as the economy during the last two years, attracted the interest of potential investors, with Rozetka UA first leasing all the remaining space and then negotiating to sign a contract to acquire the whole terminal.  Should this deal be finalised (with the lender, EBRD, and the Ukrainian antimonopoly commission still needing to approve it) the sale will not only produce a substantial cash inflow for the Company (~€4m), it will also generate substantial profits, boosting SPDI's profitability for 2016.  Furthermore it will be the biggest property transaction in the country so far this year.  Such a deal is indicative of the potential profit and cash generating capacity of our Company as it follows a strategy of investing prudently in well located undervalued properties in South East Europe.

 

We also continued with our strategy of generating value from our non-core assets having sold our portfolio of residential units in the Linda Residence in Bucharest in May 2016  for €660,000 (gross of debt), whilst continuing to sell or rent individual units in other properties at beneficial prices.  In parallel with this, we are also in discussions with interested third parties to join forces in realising value in other non-core assets in our portfolio. This would involve SPDI contributing land to potential developments to capitalise on the expected pickup in activity in residential markets in all of the South Eastern European countries where we have assets.  Generating value from our existing portfolio of assets, income producing or not, is one of SPDI's top priorities.

 

The economic climate in South East Europe improved further in the first half of 2016.

 

Romania continues its fast growth after recording an annual rise of 4%.  Bucharest boasts almost no unemployment and its property market is picking up fast with cap rates dropping (see graph below) and new supply being developed.

 


2007

2008

2009

2010

2011

2012

2013

2014

2015

H1 2016

Office

5,75%

7,50%

9,00%

8,50%

8,75%

9,00%

8,25%

8,00%

7,50%

7,50%

Retail

8,00%

9,75%

10,00%

9,50%

9,00%

9,25%

9,25%

8,00%

7,50%

7,25%

Industrial

7,00%

8,00%

11,25%

10,50%

10,25%

9,50%

9,50%

9,00%

8,75%

8,75%

 

Greece. Following the inauguration of the enlarged Suez Canal last year, COSCO, the Chinese infrastructure company that had been managing two of the three container terminal piers at the port of Piraeus near Athens (the deepest port in the Mediterranean Sea) until 2052, signed an agreement in April to acquire up to 67% of the whole port from the Greek Government. Having increased the container throughput of the terminal by a factor of seven over the last four years, COSCO has announced it intends to make Piraeus the main point of entry for Chinese goods into the EU, which is expected to result in a significant increase in container traffic through Greece and the wider South East European region in the near future and create opportunities for SPDI.

 

Ukraine, albeit still in political turmoil with its neighbour Russia, saw its political and economic climate stabilise, leading to an uptick in FDI interest, although there are no active property developments or acquisitions yet.

 

Following SPDI's property acquisitions in the last 24 months as well as the expected Terminal Brovary sale, the Company's Gross Asset Value ("GAV") has increased significantly to €105 million (as at September 2016), compared to €60 million for the same time two years ago excluding Terminal Brovary and €78 million including Terminal Brovary.  This is presented in the graph below. Our properties are located mostly in Romania (55%) where there is high economic potential and the property market is on the rise and secondly in Bulgaria (17%) which is also experiencing significant economic growth.  Greece accounts for 16%, with high economic potential particularly with the Port of Piraeus in mind as mentioned above, while Ukraine, still in turmoil with its GDP growth lagging behind, is now the smallest component (12%) of the Company's portfolio of assets. The results of our strategy to diversify out of our roots in Ukraine and invest in undervalued assets in countries with high growth potential, has not only just started proving itself, but showed some initial concrete results within the period.

 

As European yield compression gathers momentum particularly in South Eastern Europe and as the Company uplifts its efforts to increase the profitability and the cash generating capacity of its properties, SPDI expects to be well placed to continue its growth path with a view to becoming a leading institutional South Eastern European income producing and dividend yielding property company. 

 


Gross Asset Value

EURm/%

Sept 2016*

2015

2014

Ukraine

12

12%

24

21%

            32 

42%

Greece

17

16%

17

14%

            17 

21%

Romania

58

55%

58

49%

            29 

37%

Bulgaria

18

17%

18

16%


0%

Total

105

100%

117

100%

            78 

100%

 

 

* 2016 figure excludes Terminal Brovary

 

P&L

The table below presents the operating performance in for the H1 2016 compared to H1 2015. Since Terminal Brovary is expected to be sold within H2 2016, its results are presented also separately:

 

EUR

Total P & L

P & L excluding Terminal Brovary

P & L of Terminal Brovary


H1 2016

H1 2015

H1 2016

H1 2015

H1 2016

H1 2015








 Rental Income

2,662,556

2,734,392

2,090,383

1,542,539

572,173

1,191,853

 Income from Sale of Asset - Cost of properties sold

          (747,954)

           201,518

          (747,954)

           201,518

                      -

                      -

 Income from Operations of Investments

       1,914,602

       2,935,910

       1,342,429

       1,744,057

          572,173

       1,191,853

 Investment property operating expenses

          (390,181)

          (446,829)

          (267,946)

          (293,443)

          (122,235)

          (153,386)

 Net Opereting Income from Investment Property

       1,524,421

       2,489,081

       1,074,483

       1,450,614

          449,938

       1,038,467

 Share of profits from associates (ex revaluation)

           123,119

          (177,796)

           123,119

          (177,796)



 Net Income from Avaliable for Sale assets (ex revaluation)

           154,362

                      -

           154,362

                      -



 Total Income

       1,801,902

       2,311,285

       1,351,964

       1,272,818

          449,938

       1,038,467








 Administration expenses

       (1,178,173)

       (1,474,564)

       (1,079,852)

       (1,350,542)

            (98,321)

          (124,022)








 Operating Result (EBITDA)

          623,729

          836,721

          272,112

          (77,724)

          351,617

          914,445








 Finance costs, net

       (1,226,897)

       (1,388,012)

          (778,365)

          (937,937)

          (448,532)

          (450,075)

 Income tax expense

            (45,507)

             (2,893)

            (45,507)

               (2,893)

                      -

                      -








 Operating Result after finance and tax expenses

        (648,675)

        (554,184)

        (551,760)

     (1,018,554)

          (96,915)

          464,370








 Other income / (expenses), net

            (17,826)

             42,270

            (15,268)

            (78,920)

             (2,558)

           121,190

 Other finance costs

          (169,118)

          (221,187)

          (134,022)

            (22,290)

            (35,096)

          (198,897)

 Gain realized on acquisition of subsidiaries

                      -

         2,181,834

                      -

         2,181,834



 Fair Value (Losses) /Gains from investments 

           636,436

         4,737,805

           287,104

             26,294

           349,332

         4,711,511

 Foreign exchange losses, net

       (1,057,555)

       (7,277,343)

          (667,212)

       (2,346,375)

          (390,343)

       (4,930,968)















 (Loss) / Profit for the period

     (1,256,738)

     (1,090,805)

     (1,081,158)

     (1,258,)

        (175,580)

          167,206

 

 

 


 

2.         Regional Economic Developments

 

Romania

Strong domestic demand led Romania's GDP to register an impressive 5.9% growth y-o-y in Q2 2016, the highest among the EU28 countries. Estimates for 2016 suggest the country's economy growth will be 4.0% to 4.2% year on year, surpassing the EU28 average growth rate for the fifth consecutive year.

 

Annual consumer price deflation was 0.7% in June, while the National Bank expects an average annual inflation of 0.6% this year. The country's overall unemployment rate fell to 6.4% in June, 0.3% lower than a year ago. Bucharest currently has a ~2% unemployment rate. Exchange rates remained relatively stable throughout H1 2016 at RON 4.45 to 4.50 to the EUR.

 

The country's budget posted a smaller-than-expected deficit of 0.5% of GDP for the first half, compared to a surplus of 0.6% of GDP a year earlier. The finance ministry had projected the first-half shortfall at 1.9% of GDP. In the first five months of the year, foreign direct investment rose 15% y-o-y to €1.11 billion, while long-term external debt at the end of May 2016 stood at €69.9 billion, down 1% from the end of 2015.

 

Brexit is not expected to have a heavy impact on Romania's growth potential as there are no direct ties between the two countries. In addition, the Romanian government is in favor of more EU integration and is not part of the so called Eurosceptic group, which means no similar referendum is likely in the near-medium term. However, it is the result of the pending parliamentary elections in November 2016 that will decide the country's stance for the years to come.

 

Bulgaria

Bulgaria's economy registered 3.0% growth in Q2 2016, maintaining last year's performance. Private consumption was the main driver this quarter, augmented by net exports.

 

Bulgaria's first-half consolidated budget surplus reached €1.57 billion, or 3.5% of the country's GDP, compared to 1.0% of GDP in the same period of 2015. The increase was mainly driven by tax revenues and a concentration of EU fund inflows. The flow of foreign direct investment dropped by 34.4% year-on-year to €517.3 million in the first five months of the year.

 

[1] Sources : Eurostat, EBRD, Elstat, Eurobank Research, Focus Economics, IMF, National Institute of Statistics- Romania, National Statistical Institute -Republic of Bulgaria, National Institute of Statistics - Ukraine, SigmaBleyzer.

 

EU-harmonized CPI stood at -1.9% year-on-year in June, while the unemployment rate was 8.4%, recording a drop of 1.2 percentage points compared with a year ago. Exchange rates remained stable throughout the first semester at BGN 1.96 to the EUR.

 

Ukraine

The recent political crisis in Ukraine was eased with the appointment of the new Cabinet of Ministers in April. The new Ukrainian authorities have reconfirmed their commitment to move the reform agenda forward as was agreed during the formation of the new parliamentary coalition. The turn towards political stability was also depicted in the macroeconomic indicators, as the Ukrainian economy shows minor but still positive performance of 0.1% y-o-y growth.

 

Due to improved tax collections and decelerating growth of fiscal expenditures, the consolidated budget deficit decreased to UAH 3.8 billion (~US$152m) or about 0.3% of GDP for the January-May period.

 

Inflation stands at ~7%, down from 43.3% almost a year ago, mainly due to the sharp deceleration in the growth of utility tariffs. The unemployment rate showed a slight decrease to 9.2% from 9.6% a year ago. Although reaching 27 UAH/USD in Q1 2016, the exchange rate seemed to stabilise at ~25 UAH/USD in Q2.

 

The IMF mission that visited Kyiv in May 2016 concluded that Ukraine has made considerable progress in restoring macroeconomic stability, but that additional structural and institutional reforms are required to turn the recent recovery into sustainable growth. The government expects to receive a partial borrowing disbursement in late September / beginning of October 2016, with another large disbursement by the end of the year. Both of them should help further stabilise the ailing currency.

 

Greece

In the last year the Greek economy has been turning around however it still remains in recession. GDP contracted by 0.7% in Q2 2016 amid plummeting consumption and fixed investment.

 

Public debt was 176.3% of GDP in Q1 2016, while discussions with the ESM and EU in relation to debt restructuring are expected to start in Q4 2016. Greek budget showed a primary surplus of €2.7 billion in the January-June period compared to a surplus of €1.3 billion in the same period last year, mainly because the government has effectively stopped paying the dues to third party suppliers.  The central government cash balance recorded a deficit of €526 million for the first six months of 2016, compared to a deficit of €1.85 billion in the same period in 2015.

 

Inflation remains in negative territory for the fourth consecutive year, reaching a -0.7% y-o-y rate in June. The unemployment rate edged down to 23.3% in April, which marked the lowest rate since March 2012.

 

In May 2016, the Greek Parliament adopted most of the prior agreed actions for the first review, as decided by the Eurogroup earlier in the year.  As a result, Greece received part of the second tranche of the €86 billion European Stability Mechanism (ESM) programme in mid-June. The second evaluation begins in Q4 2016.

 

3.         Real Estate Market Developments

3.1   Romania

General

The total investment volume registered in Romania for H1 2016 recorded an 80% increase compared to the same period last year, although almost one third of it can be explained by a major transaction in the retail sector.

 

Logistics Market

Total industrial and logistics stock in Romania reached 2.3 million sq m, with 1.1 million sq m is in Bucharest. Approximately 160,000 sq m were delivered in H1 2016. Market performance was mainly driven by logistics and retail industries. Average prime rental rate grew slightly to €3.9 per sq m, the first increase in three years, while the vacancy rate in the country continued its decreasing trend, reaching 2.5% from 5% at the end of 2015. In Bucharest, vacancy rate dropped further to 1.5% from 3.3%. Yields remained at 8.75% for prime properties.

 

Office Market

Bucharest's office space stock recorded a 5% increase in H1 2016, compared to the end of 2015, reaching 2.49 million sq m in total. Currently, approximately 0.23 million sq m are under construction and scheduled for delivery by the end of 2016. Total Leasing Activity ("TLA") in the first six months of the year was 40% higher than the same period in 2015. West sub-market earned the lion's share in terms of TLA, as 40% of it was transacted there. North sub-market and Pipera followed with slightly more than 20% each. Vacancy rate for all asset classes remained at 11.9% since the end of 2015. Yield for prime properties also remained unchanged at 7.5%.

 

Retails market

The total modern retail supply in Romania reached approximately 3.3 million sq m at H1 2016 with Bucharest's stock currently standing at just over 1 million sq m. In Bucharest, prime rent for shopping centres varies between €60-70 per sq m, for high street units between €50-60 per sq m and for retail parks rent stands at €8.5 per sq m. According to the national statistics office, retail sales rose by 16.8% y-o-y in the first five months of 2016, encouraging retailers to expand. The retail sector was the winner as far as the property investment volume for H1 2016 is concerned, as 45% of total volume was invested in retail properties.

 

Residential market

On-going economic growth led to an increase in both supply and demand for residential space. Completed dwellings across Romania in H1 2016 increased by 23.4% and bank financing saw a significant rise of 15.2% in comparison with last year's figures. This upward trend in mortgages was supported by the Prima Casa state-guaranteed programme. Average price for apartments in Bucharest is around €1,000/sq m.

 

In April, Romania's parliament approved a controversial law allowing citizens to hand back homes in exchange for release from mortgages (€250,000 limit on existing and new mortgages), a move designed to ease citizens' debt burdens, excluding the state loan-guarantee programme (Prima Casa) for first-time buyers. As a response, most of the banks lowered the loan to value component for any new mortgage. Up until now, a limited number of properties were returned to banks, end-users' demand remains strong and the market has found a new balance.

 

3.2   Bulgaria

General

The total value of closed transactions on the investment market in Bulgaria in H1 2016 was €117 million, ~30% higher than in the same period a year ago. Half of this volume stems from deals for office properties.

 

Office market

During H1 2016, about 30,000 sq m of class A offices were delivered. Sofia's office stock increased slightly to 1.73 million sq m, almost equally represented by Class A and Class B spaces. The office pipeline under construction amounts to 175,000 sq m. The total class A and B vacant space in Sofia decreased to 210,000 sq m corresponding to a vacancy rate of 12.1%, compared to 12.9% at the end of 2015. Asking rents remained stable ranging from €11 to €14 per sq m per month for Class A offices and from €6.5 to €8.5 per sq m per month for Class B properties.

 

 

Retail market

Upon closing of the Galeria Plovdiv shopping centre, opening of San Stefano Plaza in Sofia and a revision of retail space in some secondary cities, the total modern retail stock in Bulgaria decreased to 830,000 sq m. Shopping centres account for nearly 93% of the total stock. Vacancy rate in Sofia stood at 13%, compared to 10% at the end of 2015, while in the other major cities it recorded a sharp increase of 7.2 % to 19.6%, due to Carrefour's exit from some of its key locations.

 

Residential market

A rise in sales, a sustained upward trend in prices and strong interest in newly built homes marked a strong start to the housing property market in Sofia in 2016. The average price of residential property in Sofia increased 8.4% year-on-year in 2016 to €835/sq m. Half of total sales so far this year were newly built apartments or apartments under construction. Apartments with two and three bedrooms had equal share in sales and together accounted for 85% of total sales in Sofia.

 

3.3   Ukraine

 

General

Despite the Ukrainian economy appearing to be in recovery mode, many businesses are still adopting a wait-and-see attitude in relation to further activity in the country.

 

Logistics market

In H1 2016, Kiev's total stock remained at 1.79 million sq m. Signs of improvement in sentiment in the real estate market were observed, as warehouse space of almost 100,000 sq m was transacted during the first half of the year. Due to mid-teen yield levels and low rental rates in local currency, local players are searching for prime properties in order to boost profitability.

 

Office market

The total office take-up in Kiev was around 55,000 sq m of Gross Leasable Area ("GLA") in H1 2016, almost 70% higher than the figure registered in the same period a year ago. On the supply side, there was no major change in the office property market in Kiev and across Ukraine in H1 2016. The total office stock in Kiev remained stable at around 1.8 million sq m. As a result of limited new supply, the office vacancy rate in Kiev fell to 21%. During the first half of 2016, rents for all asset classes showed no significant change.

 

3.4   Greece

 

General

The property market is relatively stagnant, with investors adopting a wait-and-see stance.  The situation is unlikely to change unless there are significant signs that Greece expects emerging from the recessionary cycle. In terms of investment interest, the most dynamic sector appears to be that of hospitality, as a result of a large growth in tourists visiting the country over the last four years.

 

Logistics Market

The Industrial and Logistics market showed no significant changes in the first half of 2016. The successful privatisations of Piraeus Port and National Railway and the announcement for a tender regarding the Thriassio Freight Center in Attica Prefecture are expected to trigger higher demand for logistics space, mainly in West Attica. Reputable international companies as Cosco and British American Tobacco have already started a cycle of new investments in the logistics sector, confirming their confidence in the Greek market.

 

Office Market

A single transaction was reported in the first half of 2016 in the office sector - a 4,000 sq m office building in Athenian CBD changed hands for around €11 million. However, the appetite for investment in the sector appears to continue to be low, as no further deals are expected in the short term. Currently, construction seems too risky to developers and the market awaits signs of political and financial stability. As a result, market indicators have remained unchanged since the end of 2015.

 

4.    Property Assets

 

4.1       EOS Business Park - Danone headquarters, Romania

 

Property description

The park consists of 5,000 sqm of land including a class "A" office building of 3,386 sqm GLA and 90 parking places. It is located next to the Danone factory, in the North-Eastern part of Bucharest with access to the Colentina Road and the Fundeni Road. The Park is very close to Bucharest's ring road and the DN 2 national road (E60 and E85) and is also served by public transportation. The park is highly energy efficient.

 

Current status

The Company acquired the office building in November 2014. The complex is fully let to Danone Romania, the French multinational food company, until 2026.

 

4.2       Innovations Logistics Park, Romania

 

Property description

The Park incorporates approximately 8,470 sqm of multipurpose warehousing space, 6,395 sqm of cold storage and 1,705 sqm of office space. It is located in the area of Clinceni, south west of Bucharest centre, 200m from the city's ring road and 6km from Bucharest-Pitesti (A1) highway. Its construction was completed in 2008 and was tenant specific.  It comprises four separate warehouses, two of which offer cold storage.

 

Current status

The Company agreed to Nestle Ice Cream vacating the premises, following their restructuring, in late 2015. Such agreement was effected in August 2016 for a €1.4 million cash settlement payable by Nestle (which represents approximately 18 months of rent) plus the three months' rental guarantee deposits and certain fixed assets that Nestle had installed in the premises.

 

The Company is in discussions with the lender of the property, Piraeus Bank Leasing, in order to review the sale and leaseback agreement following the settlement with Nestle and expects to reach a conclusion shortly. In the meantime the Company has identified potential replacement tenants with whom it is having preliminary discussions. The terminal was at the end of June 87% leased (prior to Nestle's departure).

 

4.3   Praktiker Retail Center, Romania

 

Property description

The retail park consists of 21,860 sqm of land including a retail BigBox of 9,385 sqm GLA and 280 parking places. It is located in Craiova, on one of the main arteries of the city, along with most of the DIY companies. Craiova is an important city for the Romanian automotive industry as Ford bought the Daewoo facilities in 2007 and produces two of its models from there. Ford is committed to continue investing and it is completing a brand new engine production facility.

 

Current status

As at half-year-end, the complex is fully let to Praktiker Romania, a regional DIY retailer, until 2020 and the Company negotiated the extension of the Praktiker lease agreement until December 2025 for an annual rent of ~€600,000, which was effected in July 2016. SPDI renegotiated the outstanding debt facility in H1 2016 and managed the outflows to match the timing and magnitude of the inflows.

 

4.4       Delenco office building, Romania

 

Property description

The property is a 10,280 sqm office building, which consists of two underground levels, a ground floor and ten above-ground floors. The building is strategically located in the very centre of Bucharest, close to three main squares of the city: Unirii, Alba Iulia and Muncii, only 300m from the metro station.

Current status

The Company acquired 24.35% of the property in May 2015. At the end of June 2016, the building is 100% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor tenant (69% of GLA).

 

4.5       Autounion office building, Bulgaria

 

Property description

A 19,476 sqm Class A office building which is located in a prime business area of Sofia, very close to the international airport and close to the city centre.  The building is BREEAM certified.

 

Current status

The Company acquired 20% of the property in April 2015. As at the end of H1 2016 Autounion is fully let to Eurohold Bulgaria, one of the largest Bulgarian insurance companies, on a long lease extending to 2027.

 

4.6       GED Logistics center, Athens Greece

 

Property description

The 17,756 sqm complex that consists of industrial and office space is situated on a 44,268 sqm land plot in the West Attica Industrial Area (Aspropyrgos). It is located at exit 4 of Attiki Odos (the Athens ring road) and is 10 minutes from the port of Piraeus (where COSCO runs the biggest container port in the Mediterranean Sea) and the National Road connecting Athens to the north of the country. The roofs of the warehouse buildings house a photovoltaic park of 1,000KWp.

 

Current status

The buildings are characterised by high construction quality and state-of-the-art security measures. The complex includes 100 car parking spaces, as well as two central gateways (south and west).

The complex at the end of June 2016 is 100% occupied, with the major tenant (approximately 70%) being the German transportation and logistics company Kuehne + Nagel.

 

4.7       Terminal Brovary Logistic Park, Ukraine

 

Property description

The Brovary Logistic Park consists of a 49,180 sqm GLA Class A warehouse and associated office space. The building has large facades to the Brovary ring road, at the intersection of the Brovary (Е-95/М-01 highway) and Borispol ring roads. It is located 10 km from the Kiev city border and 5 km from Borispol international airport.

 

The building is divided into six independent sections (each at least 6,400 sqm), with internal clear ceiling of 12m height and industrial flooring constructed with an anti-dust overlay quartz finish. The terminal accommodates 90 parking spaces for cars and trucks, as well as 24 hour security.

 

Current status

In May 2016 the Company fully leased the warehouse space to Rozetka UA. As of September 2016, the Company is negotiating to sign an SPA with Rozetka UA, the leading Ukrainian internet retailer for the sale of the terminal. The proposed sale is subject to EBRD as well as the Ukrainian Antimonopoly Committee approval.

 

4.8       Residential portfolio

 

·     Romfelt Plaza (Doamna Ghica), Bucharest, Romania

 

Property description

Romfelt Plaza is a residential complex located in Bucharest, Sector 2, relatively close to the city centre, easily accessible by public transport and nearby supporting facilities and green areas.

 

Current status

At the end of June 2016, 19 apartments were available while 13 of them were rented, indicating an occupancy rate of 68%.



·     Monaco Towers, Bucharest, Romania

 

Property description

Monaco Towers is a residential complex located in South Bucharest, Sector 4, enjoying good car access due to the large boulevards, public transportation, and a shopping mall (Sun Plaza) reachable within a short driving distance or easily accessible by subway.

 

Current status

At the end of June 2016, 22 units were available, 10 of them being rented indicating an occupancy rate of 45%.



·     Blooming House, Bucharest, Romania

 

Property description

Blooming House is a residential development property located in Bucharest, Sector 3, a residential area with the biggest development and property value growth in Bucharest, offering a number of supporting facilities such as access to Vitan Mall, kindergartens, café, schools and public transportation (both bus and tram).

 

Current status

At the end of June 2016, 18 units were available nine of them being rented indicating an occupancy rate of 50%.

 

·     Green Lake, Bucharest, Romania

 

Property description

A residential compound of 40,500 sqm GBA, which consists of apartments and villas, situated on the banks of Grivita Lake, in the northern part of the Romanian capital - the only residential property in Bucharest with a 200 meter frontage to a lake. The compound also includes facilities such as one of Bucharest's leading private schools (International School for Primary Education), outdoor sports courts and a mini-market. Additionally Green Lake includes land plots totaling 40,360 sqm. SPDI owns ~43% of this property asset portfolio.

 

Current status

At the end of 2015 the portfolio consisted of 40 unsold apartments plus 37 unsold villas. During the period, six apartments and villas were sold while at the end of June 2016, of the 71 units that were unsold 26 of them were let (occupancy rate of ~37% - 60% for apartments and 14% for villas).



·     Boyana Residence, Sofia, Bulgaria

 

Property description

A residential compound, which consisted at acquisition date (May 2015) of 67 apartments plus 83 underground parking slots developed on a land surface of 5,700 sqm, situated in the Boyana high end suburb of Sofia, at the foot of Vitosha mountain with Gross Buildable Area ("GBA") totaling to 11,400 sqm. The complex includes adjacent land plots with surface of 17,000 sqm with building permits under renewal to develop GBA of 21,851 sqm.

 

Current status

During H1 2016, seven apartments were sold, with 54 units remaining unsold at the end of June.

 

·     Linda Residence, Bucharest, Romania

 

Property description

Linda Residence is a residential complex located in Bucharest, Sector 3, close to subway transportation which connects the property to all areas in Bucharest in less than 30 minutes.

 

Current status

At the end of 2015, 22 apartments were available. During the period and after four more units were sold, the Company accepted an offer to sell in bulk most of the remaining units (16) it owned. At the end of June 2016, only two apartments were still available, both having been reserved for sale.

 

4.9   Land Assets

 

·     Aisi Bela - Bela Logistic Center, Odessa, Ukraine

 

Property description

The site consists of a 22.4 Ha plot of land with zoning allowance to construct up to 103,000 sqm GBA industrial properties and is situated on the main Kiev - Odessa highway, 20km from Odessa port, in an area of high demand for logistics and distribution warehousing.

 

Current status

The Company has hired a new security agency to safeguard the premises and does not intend to recommence construction in the near future.

 

·     Kiyanovskiy Lane - Kiev, Ukraine

 

Property description

The property consists of 0.55 Ha of land located at Kiyanovskiy Lane, near Kiev city centre. It is destined for the development of business to luxury residences with beautiful protected views overlooking the scenic Dnipro River, St. Michaels' Spires and historic Podil.

 

Current status

Discussions with local developers who approached the Company in late 2015 in order to explore the possibility of co-development are in progress.

 

·     Tsymlyanskiy Lane - Kiev, Ukraine

 

Property description

The 0.36 Ha plot is located in the historic and rapidly developing Podil District in Kiev. The Company owns 55% of the plot, with one local co-investor owning the remaining 45%.

Current status

During Q4 2015, a number of interested parties approached the Company with a view to partnering in the development of this property. Discussions are on-going.

 

·     Balabino- Zaporozhye, Ukraine

 

Property description

The 26.38 Ha site is situated on the south entrance of Zaporozhye city, 3km away from the administrative border of Zaporozhye. It borders the Kharkov-Simferopol Highway (which connects eastern Ukraine and Crimea and runs through the two largest residential districts of the city) as well as another major artery accessing the city centre.

 

Current status

The site is zoned for retail and entertainment. Development has been put on hold.

 

·     Rozny Lane - Kiev Oblast, Kiev, Ukraine

 

Property description

The 42 Ha land plot located in Kiev Oblast is destined to be developed as a residential complex.

 

Current status

The Company is evaluating potential commercialisation options to maximize the property's value.

 

·     Delia Lebada, Romania

 

Property description

The site consists of a ~40,000 sqm plot of land in east Bucharest situated on the shore of Pantelimon Lake, opposite a famous Romanian hotel, the Lebada Hotel. The lake itself, having a 360 Ha surface, is the largest lake of Bucharest and accommodates many leisure activities such as fishing, cycling, walking, etc. At the back of the property there is a forest which transforms the area into a very attractive habitat for families and adds value to the residential units to be developed.

 

Current status

The construction permit, which allows for ~54,000 sqm to be built, was renewed in April 2014 but the property has been on hold.  The lending bank (Bank of Cyprus) expressed its intention not to renew the land acquisition loan, which the Company inherited upon acquisition of the asset as part of a portfolio in 2015 and which was in default.  As a result, the Company entered into negotiations with the co-owner and the financing bank to either acquire the associated loan, or sell the property all together. In the meantime the SPV owning the plot has entered into an insolvency status. The Company expects that the case will be amicably resolved in the near future.

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2016

 



Six months ended

 


Note

30 June 2016

30 June 2015



Operating income

7

1.914.602

2.935.910

Valuation (losses)/gains from Investment Property

7

636.436

4.737.805



2.551.038

7.673.715





Administration expenses

8

(1.178.173)

(1.474.564)

Investment property operating expenses

9

(390.182)

(446.829)

Gain realized on acquisition of subsidiaries

15

-

2.181.834

Other operating income/(expenses), net

10

(17.826)

42.270

Share of profits/(losses) from associates

16

123.119

(177.796)





Operating profit / (loss)


1.087.976

7.798.630





Finance income

11

363.136

13.199

Interest expenses

11

(1.590.032)

(1.401.209)

Other finance costs

11

(169.118)

(221.188)

Foreign exchange (loss), net

12a

(98.818)

(4.976.537)





Profit / (Loss) before tax


(406.856)

1.212.895





Income tax expense

13

(45.507)

(2.893)

Profit/ (Loss) for the period


(452.363)

1.210.002





Other comprehensive income








Exchange difference on I/C loans to foreign holdings

12b

(1.485.262)

(7.323.715)

Exchange difference on translation of foreign operations

23

526.525

5.022.908

Available-for-sale financial assets - fair value gain

19

154.362

-





Total comprehensive income for the period


(1.256.738)

(1.090.805)





Profit / (Loss) attributable to:




Owners of the parent


(309.941)

1.117.890

Non-controlling interests


(142.422)

92.112



(452.363)

1.210.002









Total comprehensive income attributable to:




Owners of the parent


(1.095.116)

(1.092.110)

Non-controlling interests


(161.622)

1.305



(1.256.738)

(1.090.805)

 

 

Earnings / (Losses) per share (Euro cent per share):


30b



Basic earnings/(losses) for the period attributable to ordinary equity owners of the parent



(0,00)

0,02

Diluted earnings/(losses) for the period attributable to ordinary equity owners of the parent

 



(0,00)

0,02

 

CONSENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the six months ended 30 June 2016


Note

30 June 2016

31 December 2015

30 June 2015



ASSETS





Non‑current assets





Investment properties

14.4a

91.947.652

94.340.471

93.479.543

Investment properties under development

14.4b

5.044.136

5.125.389

5.541.156

Prepayments made for investments

14.4c

100.000

100.000

2.334.337

Tangible and intangible assets

17

146.232

164.617

201.318

Goodwill


-

-

43.269

Long-term receivables


251.187

252.916

253.027

Investments in associates

16

5.011.063

4.887.944

4.359.267

Available for sale financial assets

19

     2.937.897

      2.783.535

    4.059.840



105.438.167

107.654.872

110.271.757

Current assets





Inventories

18

10.397.364

11.300.000

12.300.000

Prepayments and other current assets

20

5.563.906

4.795.223

5.325.967

Cash and cash equivalents

21

        870.457

        895.422

     2.832.054



16.831.727

16.990.645

20.458.021

Total assets


122.269.894

124.645.517

130.729.778

EQUITY AND LIABILITIES





Issued share capital

22

900.145

900.145

756.899

Share premium


122.874.268

122.874.268

121.227.562

Foreign currency translation reserve

23

7.179.548

6.653.023

3.701.890

Exchange difference on I/C loans to foreign holdings

32.3

(34.884.775)

(33.399.513)

(27.069.826)

Available for sale financial assets - fair value reserve


639.891

485.529

-

Accumulated losses


(55.390.268)

(55.080.327)

(42.946.585)

Equity attributable to equity holders of the parent


41.318.809

42.433.125

55.669.940

Non-controlling interests

24

453.905

615.527

1.349.250






Total equity


41.772.714

43.048.652

57.019.190

Non‑current liabilities





Borrowings

25

23.992.210

26.263.559

44.750.322

Finance lease liabilities

29

11.125.693

11.273.639

11.340.099

Trade and other payables

26

4.449.165

4.672.888

428.553

Deposits from tenants

27

       789.660

       623.770

       638.519



40.356.728

42.833.856

57.157.493

Current liabilities





Borrowings

25

27.313.842

27.417.220

10.343.906

Trade and other payables

26

4.107.772

3.044.036

4.702.110

Taxes payable

28

926.023

822.005

862.229

Redeemable preference shares

22.6

6.430.536

6.430.536

349.325

Provisions

28

724.219

724.445

-

Deposits from tenants

27

135.135

132.684

117.387

Finance lease liabilities

29

       502.925

       192.083

        178.138



40.140.452

38.763.009

16.553.095

Total liabilities


80.497.180

81.596.865

73.710.588






Total equity and liabilities


122.269.894

124.645.517

130.729.778

 

Net Asset Value (NAV) € per share:

30c




Basic NAV attributable to equity holders of the parent


0,46

0,47

0,74

Diluted NAV attributable to equity holders of the parent


0,40

0,41

0,45







CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2016


Attributable to owners of the Company



 


Share capital

Share premium,

Net1

Accumulated losses, net of non-controlling interest2

Exchange difference on I/C loans to foreign holdings3

Foreign currency translation reserve4

Available for sale financial assets - fair value reserve5

Total

Non- controlling interest

Total



Balance - 31 December 2014

338.839

97.444.044

(44.064.475)

(19.746.111)

(1.411.825)

-

32.560.472

651.882

33.212.354

Profit for the period

-

-

1.117.890

-

-

-

1.117.890

92.112

1.210.002

Exchange difference on I/C loans to foreign holdings (Note 23)

-

-

-

(7.323.715)



(7.323.715)

-

(7.323.715)

Foreign currency translation reserve

-

-

-

-

5.113.715

-

5.113.715

(90.807)

5.022.908

Issue of share capital, net (Note 22)

418.060

23.783.518

-

-

-

-

24.201.578

-

24.201.578

Acquisition of non-controlling interest

-

-

-

-

-

-

-

696.063

696.063

Balance 30 June 2015

756.899

121.227.562

(42.946.585)

(27.069.826)

3.701.890

-

55.669.940

1.349.250

57.019.190

Loss for the period

-

-

(12.133.742)

-

-

-

(12.133.742)

(686.849)

(12.820.591)

Exchange difference on I/C loans to foreign holdings (Note 23)

-

-

-

(6.329.687)

-

-

(6.329.687)

-

(6.329.687)

Foreign currency translation reserve

-

-

-

-

2.951.133

-

2.951.133

(46.874)

2.904.259

Fair value gain on available-for-sale financial assets (Note 19)

-

-

-

-

-

485.529

485.529

-

485.529

Issue of share capital, net (Note 22)

143.246

1.646.706

-

-

-


1.789.952

-

1.789.952

Balance - 31 December 2015

900.145

122.874.268

(55.080.327)

(33.399.513)

6.653.023

485.529

42.433.125

615.527

43.048.652

Loss for the period



(309.941)

-

-

-

(309.941)

(142.422)

(452.363)

Exchange difference on I/C loans to foreign holdings (Note 23)

-

-

-

(1.485.262)

-

-

(1.485.262)

-

(1.485.262)

Foreign currency translation reserve

-

-

-

-

526.525

-

526.525

(19.200)

507.325

Fair value gain on available-for-sale financial assets (Note 19)

-

-

-

-

-

154.362

154.362

-

154.362

Balance - 30 June 2016

900.145

122.874.268

(55.390.268)

(34.884.775)

7.179.548

639.891

41.318.809

453.905

41.772.714

1 Share premium is not available for distribution.

2 Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two year-s after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defense at 20% will be payable on such deemed dividends to the extent that the shareholders (companies and individuals) are Cyprus tax residents. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defense is payable on account of the shareholders.

Exchange differences on intercompany loans to foreign holdings arose as a result of devaluation of the Ukrainian Hryvnia during 2014, 2015 and for the six months period in 2016. The Group treats the mentioned loans as a part of the net investment in foreign operations (Note 32.3).

Exchange differences related to the translation from the functional currency of the Group's subsidiaries are accounted for directly to the foreign currency translation reserve. The foreign currency translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against the euro in the countries where the Company's subsidiaries own property assets.

5 Available For Sale financial assets are measured at fair value.  Fair value changes on AFS assets are recognized directly in equity, through other comprehensive income.


 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2016


Note

30 June 2016

30 June 2015



CASH FLOWS FROM OPERATING ACTIVITIES




 Profit/(loss) before tax


(406.856)

1.212.895

 

Adjustments for:




(Gains)/losses on revaluation of investment property

7

(636.436)

(4.737.805)

Other non-cash movements


1.055

-

Other expenses/(income)

10

(32)

(108.550)

Impairment of prepayments and other current assets


772

-

Depreciation/ Amortization charge

8

24.162

6.979

Finance income

11

(363.136)

(13.199)

Interest expense

11

1.590.033

1.401.209

Share of losses/ (profits) from associates

16

(123.119)

177.796

Gain on acquisition of subsidiaries

15

-

(2.181.834)

Change in tax provision


(226)

(68.253)

Effect of foreign exchange differences

12a

98.818

4.976.537

Net loss on the sale of investment property


456.098


Cash flows used in operations before working capital changes


641.133

665.775





Change in inventories

18

902.636

-

Change in prepayments and other current assets

20

(280.991)

1.718.119

Change in trade and other payables

26

836.354

(267.057)

Change in VAT and other taxes receivable

20

(492.149)

(6.059)

Change in other taxes payables

28

131.873

338.734

Increase  in long term receivables


-

(127.118)

Change in deposits from tenants

27

165.925

(112.731)

Cash generated from operations


1.904.781

2.209.663

Income tax paid


(73.397)

(198.353)





Net cash flows provided/(used) in operating activities


1.831.384

2.011.310

CASH FLOWS FROM INVESTING ACTIVITIES




Capital expenditure on investment property

14

-

(110.539)

Prepayment made for acquisition of investment property

14

-

(1.786.934)

Acquisition of investment in associates

16

-

(4.059.839)

Sales proceeds on the sale of Investment Property and Inventory


1.627.761

-

Interest received


363.136

13.199





Net cash flows from / (used in) investing activities


1.990.897

(5.944.113)

CASH FLOWS FROM FINANCING ACTIVITIES




Proceeds from issue of share capital/shareholders advances

22

-

8.001.212

Net (repayment) of borrowings

25

(2.653.108)

(313.676)

Interest and financial charges paid


(1.357.034)

(1.338.553)

Decrease in financial lease liabilities

29

162.896

(126.739)

Repayment of preference shares

22

-

(349.325)





Net cash flows from / (used in) financing activities


(3.847.246)

5.872.919





Net increase/(decrease) in cash at banks


(41.029)

1.905.986

Cash:




At beginning of the period


895.422

891.938





Effect of foreign exchange rates on cash and cash equivalents


(16.064)

(34.130)





At end of the period

21

870.457

2.832.054





 

 

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended 30 June 2016

 

1. General Information

 

Country of incorporation

 

SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC (the ''Company'') was incorporated in Cyprus on 23 June 2005 and is a public limited liability company, listed on the London Stock Exchange (AIM): ISIN CY0102102213. Its registered office is at Kyriakou Matsi 16, Eagle House, 10th floor, Agioi Omologites, 1082 Nicosia, Cyprus while its principal place of business in Cyprus is 11 Bouboulinas Street.

Principal activities

 

The principal activities of the Company, which are unchanged from last year, are to invest directly or indirectly in and/or manage real estate properties as well as real estate development projects in South East Europe (the "Region"). These include the acquisition, development, commercializing, operating and selling of property assets, in the Region.

 

The Group maintains offices in Nicosia, Cyprus, in Kyiv, Ukraine, in Bucharest, Romania and in Athens, Greece.

 

As at the reporting date, the companies of the Group employed and/or used the services of 27 Full Time Equivalent, (2015 à 27 people).

 

2. Adoption of new and revised Standards and Interpretations

 

The accounting policies adopted for the preparation of these condensed consolidated interim financial statements for the six months ended 30 June 2016 are consistent with those followed for the preparation of the annual financial statements for the year ended 31 December 2015.

 

3. Significant accounting policies

 

3.1 Statement of compliance

 

The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113.

 

The condensed consolidated interim financial statements have been prepared under the historical cost convention as modified by the revaluation of investment property, investment property under construction and available for sale financial assets to fair value.

 

3.2 Basis of preparation

 

The condensed consolidated interim financial statements for the six months ended 30 June 2016 have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting".

 

Certain information and footnote disclosures normally included in the condensed consolidated interim financial statements prepared in accordance with the International Financial Reporting Standards ("IFRS") have been condensed or omitted. However, such information reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of the Group's Management, necessary to fairly state the results of interim periods.

 

Interim results are not necessarily indicative of the results to be expected for the full year.

 

The 31 December 2015 statement of financial position was derived from the audited consolidated financial statements.

 

3.3 Basis of consolidation

 

The condensed consolidated interim financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries).

 

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

 

The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognized amounts of acquiree' s identifiable net assets.

 

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.

Any contingent consideration to be transferred by the group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

 

Business combinations that took place prior to 1 January 2010 were accounted for in accordance with the previous version of IFRS 3.

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group's accounting policies.

Changes in ownership interests in subsidiaries without change of control and Disposal of Subsidiaries

 

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

3.4 Functional and presentation currency

 

Items included in the Group's financial statements are measured applying the currency of the primary economic environment in which the entities operate (''the functional currency''). The national currency of Ukraine, the Ukrainian Hryvnia, is the functional currency for all the Group's entities located in Ukraine, the Euro for all the Romanian, Bulgarian, Greek and Cypriot subsidiaries.

 

The condensed consolidated interim financial statements are presented in Euro, which is the Group's presentation currency.

As Management records the condensed consolidated interim financial information of the entities domiciled in Cyprus, Romania, Ukraine, Greece and Bulgaria in their functional currencies, in translating financial information of the entities domiciled in these countries into Euro for inclusion in the condensed consolidated interim financial statements, the Group follows a translation policy in accordance with International Accounting Standard No. 21, "The Effects of Changes in Foreign Exchange Rates", and the following procedures are performed:

 

·             All assets and liabilities are translated at closing rate;

·             Equity of the Group has been translated using the historical rates;

·             Income and expense items are translated using exchange rates at the dates of the transactions, or where this is not practicable the average rate has been used;            

·             All resulting exchange differences are recognized as a separate component of equity;

·             When a foreign operation is disposed of through sale, liquidation, repayment of share capital or abandonment of all, or part of that entity, the exchange differences deferred in equity are reclassified to the condensed consolidated interim statement of comprehensive income as part of the gain or loss on sale;

·             Monetary items receivable from foreign operations for which settlement is neither planned nor likely to occur in the foreseeable future and in substance are part of the Group's net investment in those foreign operations are recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the foreign operation.

 

The relevant exchange rates of the European and local central banks used in translating the financial information of the entities from the functional currencies into Euro are as follows:

 


Average for the period

Closing as at

Currency

1 Jan 2016 - 30 June 2016

1 Jan 2015 - 31 December 2015

1 Jan 2015 - 30 June 2015

30 June 2016

31 December 2015

30 June 2015

USD

1,1159

1,1095

1,1158

1,1102

1,0887

1,1189

UAH

28,4201

24,2054

23,8303

27,5635

26,2231

23,5414

RON

4,5218

4,4450

4,4479

4,5210

4,5245

4,4725

BGN

1,9558

1,9558

1,9558

1,9558

1,9558

1,9558

 

 

3.5 Investment Property at fair value

 

Investment property, comprising freehold and leasehold land, investment properties held for future development, warehouse and office properties as well as the residential property units, is held for long term rental yields and/or for capital appreciation and is not occupied by the Group. Investment property and investment property under construction are carried at fair value, representing open market value determined annually by external valuers. Changes in fair values are recorded in the statement of comprehensive income and are included in other operating income.

 

A number of the land leases (all in Ukraine) are held for relatively short terms and place an obligation upon the lessee to complete development by a prescribed date. It is important to note that the rights to complete a development may be lost or at least delayed if the lessee fails to complete a permitted development within the timescale set out by the ground lease.

 

In addition, in the event that a development has not commenced upon the expiry of a lease then the City Authorities are entitled to decline the granting of a new lease on the basis that the land is not used in accordance with the designation. Furthermore, where all necessary permissions and consents for the development are not in place, this may provide the City Authorities with grounds for rescinding or non-renewal of the ground lease. However Management believes that the possibility of such action is remote and was made only under limited circumstances in the past.

 

Management believes that rescinding or non-renewal of the ground lease is remote if a project is on the final stage of development or on the operating cycle. In undertaking the valuations reported herein, the valuer of Ukrainian properties CBRE have made the assumption that no such circumstances will arise to permit the City Authorities to rescind the land lease or not to grant a renewal.

 

Land held under operating lease is classified and accounted for as investment property when the rest of the definition is met. The operating lease is accounted for as if it were a finance lease.

 

Investment property under development or construction initially is measured at cost, including related transaction costs.

 

The property is classified in accordance with the intention of the management for its future use. Intention to use is determined by the Board of Directors after reviewing market conditions, profitability of the projects, ability to finance the project and obtaining required construction permits.

 

The time point, when the intention of the management is finalized is the date of start of construction. At the moment of start of construction, freehold land, leasehold land and investment properties held for a future redevelopment are reclassified into investment property under development or inventory in accordance to the final decision of management.

 

Initial measurement and recognition

Investment property is measured initially at cost, including related transaction costs. Investment properties are derecognized when either they have been disposed off or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognized in the condensed consolidated interim statement of comprehensive income in the period of retirement or disposal.

 

Transfers are made to investment property when, and only when, there is a change in use, evidenced by the end of owner occupation, or the commencement of an operating lease to third party. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale.

 

If an investment property becomes owner occupied, it is reclassified as property, plant and equipment, and its fair value at the date of reclassification becomes its cost for accounting purposes. Property that is being constructed or developed for future use as investment property is classified as investment property under construction until construction or development is complete. At that time, it is reclassified and subsequently accounted for as investment property.

 

Subsequent measurement

 

Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair value of investment property are included in the statement of comprehensive income in the period in which they arise.

 

If a valuation obtained for an investment property held under a lease is net of all payments expected to be made, any related liabilities/assets recognized separately in the statement of financial position are added back/reduced to arrive at the carrying value of the investment property for accounting purposes.

 

Subsequent expenditure is charged to the asset 's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the statement of comprehensive income during the financial period in which they are incurred.

 

Basis of valuation

 

The fair values reflect market conditions at the financial position date. These valuations are prepared annually by chartered surveyors (hereafter "appraisers"). The Group appointed valuers in 2014 which remain the same in 2015: 

·      CBRE Ukraine, for all its Ukrainian properties,

·      Real Act for all its Romanian, Greek and Bulgarian properties.

 

The valuations have been carried out by the appraisers on the basis of Market Value in accordance with the appropriate sections of the current Practice Statements contained within the Royal Institution of Chartered Surveyors ("RICS") Valuation - Professional Standards (2014) (the "Red Book") and is also compliant with the International Valuation Standards (IVS).

 

"Market Value", is defined as: "The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion".

In expressing opinions on Market Value, in certain cases the appraisers have estimated net annual rentals/income from sale.  These are assessed on the assumption that they are the best rent/sale prices at which a new letting/sale of an interest in property would have been completed at the date of valuation assuming: a willing landlord/buyer; that prior to the date of valuation there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the interest, for the agreement of the price and terms and for the completion of the letting/sale; that the state of the market, levels of value and other circumstances were, on any earlier assumed date of entering into an agreement for lease/sale, the same as on the valuation date; that no account is taken of any additional bid by a prospective tenant/buyer with a special interest; that the principal deal conditions assumed to apply are the same as in the market at the time of valuation; that both parties to the transaction had acted knowledgeably, prudently and without compulsion.

A number of properties are held by way of ground leasehold interests granted by the City Authorities. The ground rental payments of such interests may be reviewed on an annual basis, in either an upwards or downwards direction, by reference to an established formula. Within the terms of the lease, there is a right to extend the term of the lease upon expiry in line with the existing terms and conditions thereof. In arriving at opinions of Market Value, the appraisers assumed that the respective ground leases are capable of extension in accordance with the terms of each lease. In addition, given that such interests are not assignable, it was assumed that each leasehold interest is held by way of a special purpose vehicle ("SPV"), and that the shares in the respective SPVs are transferable.

With regard to each of the properties considered, in those instances where project documentation has been agreed with the respective local authorities, opinions of the appraisers of value have been based on such agreements.

In those instances where the properties are held in part ownership, the valuations assume that these interests are saleable in the open market without any restriction from the co-owner and that there are no encumbrances within the share agreements which would impact the sale ability of the properties concerned.

The valuation is exclusive of VAT and no allowances have been made for any expenses of realization or for taxation which might arise in the event of a disposal of any property.

In some instances the appraisers constructed a Discounted Cash Flow (DCF) model. DCF analysis is a financial modeling technique based on explicit assumptions regarding the prospective income and expenses of a property or business. The analysis is a forecast of receipts and disbursements during the period concerned. The forecast is based on the assessment of market prices for comparable premises, build rates, cost levels etc. from the point of view of a probable developer.

To these projected cash flows, an appropriate, market-derived discount rate is applied to establish an indication of the present value of the income stream associated with the property. In this case, it is a development property and thus estimates of capital outlays, development costs, and anticipated sales income are used to produce net cash flows that are then discounted over the projected development and marketing periods. The Net Present Value (NPV) of such cash flows could represent what someone might be willing to pay for the site and is therefore an indicator of market value. All the payments are projected in nominal US Dollar/Euro amounts and thus incorporate relevant inflation measures.

Valuation Approach

In addition to the above general valuation methodology, the appraisers have taken into account in arriving at Market Value the following:

Pre Development

In those instances where the nature of the 'Project' has been defined, it was assumed that the subject property will be developed in accordance with this blueprint. The final outcome of the development of the property is determined by the Board of Directors decision, which is based on existing market conditions, profitability of the project, ability to finance the project and obtaining required construction permits.

Development

In terms of construction costs, the budgeted costs have been taken into account in considering opinions of value. However, the appraisers have also had regard to current construction rates prevailing in the market which a prospective purchaser may deem appropriate to adopt in constructing each individual scheme.  Although in some instances the appraisers have adopted the budgeted costs provided, in some cases the appraisers' own opinions of costs were used.

Post Development

Rental values have been assessed as at the date of valuation but having regard to the existing occupational markets taking into account the likely supply and demand dynamics during the anticipated development period. The standard letting fees were assumed within the valuations. In arriving at their estimates of gross development value ("GDV"), the appraisers have capitalized their opinion of net operating income, having deducted any anticipated non-recoverable expenses, such as land payments, and permanent void allowance, which has then been capitalized into perpetuity.

The capitalization rates adopted in arriving at the opinions of GDV reflect the appraisers' opinions of the rates at which the properties could be sold as at the date of valuation.

 

In terms of residential developments, the sales prices per sq. m. again reflect current market conditions and represent those levels the appraisers consider to be achievable at present.  It was assumed that there are no irrecoverable operating expenses and that all costs will be recovered from the occupiers/owners by way of a service charge.

 

The valuations take into account the requirement to pay ground rental payments and these are assumed not to be recoverable from the occupiers.  In terms of ground rent payments, the appraisers have assessed these on the basis of information available, and if not available they have calculated these payments based on current legislation defining the basis of these assessments. Property tax is not presently payable in Ukraine.

 

3.6 Investment Property under development

 

Property that is currently being constructed or developed, for future use as investment property is classified as investment property under development carried at cost until construction or development is complete, or its fair value can be reliably determined. This applies even if the works have temporarily being stopped.

 

3.7 Goodwill

 

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

 

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or Groups of cash-generating units) that is expected to benefit from the synergies of the combination.

 

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss in the condensed consolidated statement of comprehensive income. An impairment loss recognized for goodwill is not reversed in subsequent periods.

 

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

 

3.8 Property, Plant and equipment and intangible assets

 

Property, plant and equipment and intangible non-current assets are stated at historical cost less accumulated depreciation and amortization and any accumulated impairment losses.

 

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined and intangibles not inputted into exploitation, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

 

Depreciation and amortization are calculated on the straight‑line basis so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates are as follows:

 

Type

%

Leasehold

20

IT hardware

33

Motor vehicles

25

Furniture, fixtures and office equipment

20

Machinery and equipment

15

Software and Licenses

33

 

No depreciation is charged on land.

 

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.

 

The assets residual values and useful lives are reviewed, and adjusted, if appropriate, at each reporting date.

 

Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.

Expenditure for repairs and maintenance of tangible and intangible assets is charged to the statement of comprehensive income of the period/year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

 

An item of tangible and intangible assets is derecognized upon disposal or when no future economic benefits are expected to arise from the continuing use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the statement of comprehensive income.

 

3.9 Available for sale financial assets

 

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets, unless Management intends to dispose of the investment within twelve months of the reporting date.

Shares of a property holding corporate entity that are owned by the Company in lieu of owning a percentage of the asset itself, are considered under this classification even if the shares are not intended to be sold immediately but are intended to offer to the Company the said percentage of the revenue streams generated by the property asset itself.

Regular way purchases and sales of available-for-sale financial assets are recognized on trade-date which is the date on which the Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets are subsequently carried at fair value.

When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognized in other comprehensive income are included in profit or loss as gains and losses on available-for-sale financial assets.

Interest on available-for-sale securities calculated using the effective interest method is recognized in the profit or loss. Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group's right to receive payments is established.

The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets the cumulative loss which is measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss, is removed from equity and recognized in profit or loss.

 

In respect of available for sale equity securities, impairment losses previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income and accumulated under the heading of investments fair value reserve. In respect of available for sale debt securities, impairment losses are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

3.10 Inventory

 

Inventory principally comprises land purchased for development and property under construction. Inventory is recognized initially at cost, including transaction costs, which represent its fair value at the time of acquisition. Costs related to the development of land are capitalized and recognized as inventory. Inventory is carried at the lower of cost and net realizable value.

3.11 Borrowings

 

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalized as part of the cost of that asset.

 

Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extend there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment and amortized over the period of the facility to which it relates.

 

Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortization of discounts or premium relating to borrowings, amortization of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

 

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalized as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably.

 

Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

3.12 Tenant security deposits

 

Tenant security deposits represent financial advances made by lessees as guarantees during the lease and are repayable by the Group upon termination of the contracts. Tenant security deposits are recognized at nominal value.

 

3.13 Financial liabilities and equity instruments

 

3.13.1 Classification as debt or equity

 

Debt and equity instruments issued by a Group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

 

3.13.2 Equity instruments

 

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs. 

Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.

 

Share premium account can only be resorted to for limited purposes, which don't include the distribution of dividends, and is otherwise subject to the provisions of the Cyprus Companies Law on reduction of share capital.

 

Repurchase of the Company's own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in the statement of comprehensive income on the purchase, sale, issue or cancellation of the Company's own equity instruments.

 

3.13.3 Financial liabilities

 

Financial liabilities are classified as either financial liabilities "at Fair Value Through Profit or Loss" or "other financial liabilities".

 

3.13.3.1 Financial liabilities at FVTPL

 

Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.

A financial liability is classified as held for trading if:

·      it has been acquired principally for the purpose of repurchasing it in the near term; or

·      on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

it is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:

·      such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

·      the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

·      it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.

 

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any interest paid on the financial liability and is included in the "other gains and losses" line item in the condensed consolidated statement of comprehensive income.

 

3.13.3.2 Other financial liabilities

 

Other financial liabilities (including borrowings) are subsequently measured at amortized cost using the effective interest method.

 

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

 

Preference shares, which may be redeemable on a specific date, are classified as liabilities. The dividends, if any, on these preference shares are recognized in the income statement as interest expense.

 

3.13.3.3 De-recognition of financial liabilities

 

The Group derecognizes financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they are expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

 

3.14 Offsetting financial instruments

 

Financial assets and financial liabilities are offset and the net amount reported in the condensed consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with master netting agreements and the related assets and liabilities are presented gross in the condensed consolidated statement of financial position.

 

3.15 Impairment of tangible and intangible assets other than goodwill

 

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

 

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment loss annually, and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

If the recoverable amount of an asset (or cash‑generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash‑generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash‑generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash‑generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

3.16 Cash and Cash equivalents

 

Cash and cash equivalents include cash balances, call deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdraft that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

 

3.17 Share Capital

 

Ordinary shares are classified as equity.

 

3.18 Share premium

 

The difference between the fair value of the consideration received by the shareholders and the nominal value of the share capital being issued is taken to the share premium account.

 

3.19 Share-based compensation

 

The Group had in the past and intends in the future to operate a number of equity-settled, share-based compensation plans, under which the Company receives services from Directors and/or employees as consideration for equity instruments (options) of the Group. The fair value of the Director and employee cost related to services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any non-market service and performance vesting conditions. The total amount expensed is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At each financial position date, the Group revises its estimates on the number of options that are expected to vest based on the non-marketing vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium when the options are exercised.

 

3.20 Provisions

Provisions are recognized when the Group has a present obligation (legal, tax or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. As at the reporting date the Group has settled all its construction liabilities.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

3.21 Leased assets

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

 

Assets held under finance leases are recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the condensed consolidated statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Group's general policy on borrowing costs (see above).

 

Lease payments are analyzed between capital and interest components so that the interest element of the payment is charged to the statement of comprehensive income over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding. The capital part reduces the amount payable to the lessor.

 

3.22 Non‑current liabilities

 

Non‑current liabilities represent amounts that are due in more than twelve months from the reporting date.

 

3.23 Revenue recognition

 

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. It is recognized to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group and the revenue can be measured reliably. Revenue earned by the Group is recognized on the following bases:

 

3.23.1 Income from investing activities

 

Income from investing activities includes profit received from disposal of investments in the Company's subsidiaries and associates and income accrued on advances for investments outstanding as at the period/year end.

 

3.23.2 Dividend income

 

Dividend income from investments is recognized when the shareholders' right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably).

 

3.23.3 Interest income

 

Interest income is recognized on a time-proportion (accrual) basis, using the effective interest rate method.

 

3.23.4 Rental income

 

Rental income arising from operating leases on investment property is recognized on an accrual basis in accordance with the substance of the relevant agreements.

 

3.24 Service charges and expenses recoverable from tenants

 

Income arising from expenses recharged to tenants is recognized on an accrual basis.

 

3.25 Other property expenses

 

Irrecoverable running costs directly attributable to specific properties within the Group's portfolio are charged to the statement of comprehensive income. Costs incurred in the improvement of the assets which, in the opinion of the directors, are not of a capital nature are written off to the statement of comprehensive income as incurred.

3.26 Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in the statement of comprehensive income in the period in which they are incurred as interest costs which are calculated using the effective interest rate method, net result from transactions with securities, foreign exchange gains and losses, and bank charges and commission.

 3.27 Asset Acquisition Related Transaction Expenses

 

Expenses incurred by the Group for acquiring a subsidiary or associate company as part of an Investment Property and are directly attributable to such acquisition are recognized within the cost of the Investment Property and are subsequently accounted as per the Group's accounting Policy for Investment Property subsequent measurement.

3.28 Taxation

 

Income tax expense represents the sum of the tax currently payable and deferred tax.

 

3.28.1 Current tax

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the condensed consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

 

3.28.2 Deferred tax

 

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax.

 

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.

 

3.28.3 Current and deferred tax for the year

 

Current and deferred tax are recognized in the statement of comprehensive income, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

 

The operational subsidiaries of the Group are incorporated in Ukraine, Greece and Romania, while the Parent and some holding companies are incorporated in Cyprus. The Group's management and control is exercised in Cyprus. 

 

The Group's Management does not intend to dispose of any asset, unless a significant opportunity arises. In the event that a decision is taken in the future to dispose of any asset it is the Group's intention to dispose of shares in subsidiaries rather than assets. The corporate income tax exposure on disposal of subsidiaries is mitigated by the fact that the sale would represent a disposal of the securities by a non‑resident shareholder and therefore would be exempt from tax. The Group is therefore in a position to control the reversal of any temporary differences and as such, no deferred tax liability has been provided for in the financial statements.

 

3.28.4 Withholding Tax

 

The Group follows the applicable legislation as defined in all double taxation treaties (DTA) between Cyprus and any of the countries of Operations (Romania, Ukraine, Greece, Bulgaria). In the case of Romania, as the latter is part of the European Union, through the relevant directives the withholding tax is reduced to NIL subject to various conditions.

 

3.28.5 Dividend distribution

 

Dividend distribution to the Company's shareholders is recognized as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.

 

3.29 Value added tax

 

VAT levied at various jurisdictions were the Group is active, was at the following rates, as at the end of the reporting period:

·      20% on Ukrainian domestic sales and imports of goods, works and services and 0% on export of goods and provision of works or services to be used outside Ukraine.

·      19% on Cyprus domestic sales and imports of goods, works and services and 0% on export of goods and provision of works or services to be used outside Cyprus.

·      24% on Romanian domestic sales and imports of goods, works and services (reduced to 20% in 2016)  and 0% on export of goods and provision of works or services to be used outside Romania.

·      20% on Bulgarian domestic sales and imports of goods, works and services and 0% on export of goods and provision of services to taxable persons outside Bulgaria.

·      24% on Greek domestic sales and imports of goods, works and services (increase to 24% from 1 June 2016) and 0% on export of goods and provision of works or services to be used outside Romania.

 

3.30 Operating segments analysis

 

Segment reporting is presented on the basis of Management's perspective and relates to the parts of the Group that are defined as operating segments. Operating segments are identified on the basis of their economic nature and through internal reports provided to the Group's Management who oversee operations and make decisions on allocating resources serve. These internal reports are prepared to a great extent on the same basis as these condensed consolidated interim financial statements.

 

For the reporting period the Group has identified the following material reportable segments, where the Group is active in acquiring, holding, managing and disposing:

 

Commercial-Industrial

·      Warehouse segment

·      Office segment

·      Retail segment

Residential

·      Residential segment

Land Assets

·      Land assets - the Group owns a number of land assets which are either available for sale or for potential development

 

The Group also monitors investment property assets on a Geographical Segmentation, namely the country were its property is located.

 

3.31 Earnings and Net Assets value per share

 

The Group presents basic and diluted earnings per share (EPS) and net asset value per share (NAV) for its ordinary shares.

Basic EPS amounts are calculated by dividing net profit/loss for the period/year, attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period/year. Basic NAV amounts are calculated by dividing net asset value as at period/year end, attributable to ordinary equity holders of the Company by the number of ordinary shares outstanding at the end of the period/year.

Diluted EPS is calculated by dividing net profit/loss for the period/year, attributable to ordinary equity holders of the parent, by the weighted average number of ordinary shares outstanding during the period/year plus the weighted average number of ordinary shares that would be issued on conversion of all the potentially dilutive ordinary shares into ordinary shares.

Diluted NAV is calculated by dividing net asset value as at period/year end, attributable to ordinary equity holders of the parent with the number of ordinary shares outstanding at period/year end plus the number of ordinary shares that would be issued on conversion of all the potentially dilutive ordinary shares into ordinary shares.

3.32 Comparative Period

 

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current period/year.

 

4. Critical accounting estimates and judgments

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  These estimates are based on Management's best knowledge of current events and actions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results though may ultimately differ from those estimates.

As the Group makes estimates and assumptions concerning the future the resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

·        Provision for impairment of receivables

The Group reviews its trade and other receivables for evidence of their recoverability. Such evidence includes the counter party's payment record, and overall financial position as well as the state's ability to pay its dues (VAT receivable). If indications of non-recoverability exist, the recoverable amount is estimated and a respective provision for impairment of receivables is made. The amount of the provision is charged through profit or loss. The review of credit risk is continuous and the methodology and assumptions used for estimating the provision are reviewed regularly and adjusted accordingly. As at the reporting date Management did not consider necessary to make a provision for impairment of receivables.

 

·             Fair value of investment property

The fair value of investment property is determined by using various valuation techniques. The Group selects accredited professional valuers with local presence to perform such valuations. Such valuers use their judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each financial reporting date. The fair value has been estimated as at 31 December 2015 (Note 14).

 

·             Income taxes

Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

 

·              Impairment of tangible assets

Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

·              Provision for deferred taxes

Deferred tax is not provided in respect of the revaluation of the investment property and investment property under development as the Group is able to control the timing of the reversal of this temporary difference and the Management has intention not to reverse the temporary difference in the foreseeable future. The properties are held by subsidiary companies in Ukraine, Greece and Romania. Management estimates that the assets will be realized through a share deal rather than through an asset deal. Should any subsidiary be disposed of, the gains generated from the disposal will be exempt from any tax.

·              Application of IFRS 10

The Group has considered the application of IFRS 10 and concluded that the Company is not an Investment Entity as defined by IFRS 10 and it should continue to consolidate all of its investments. The reasons for such conclusion are among others that the Company:

a)     is not an Investment Management Service provider to Investors,

b)     actively manages its own portfolio (leasing, development, allocation of  capital expenditure for its properties, marketing etc) in order to provide benefits other than capital appreciation and/or investment income,

c)     has investments that are not bound by time in relation to the exit strategy nor to the way that are being exploited,

d)     provides asset management services to its subsidiaries as well as loans and guarantees (directly or indirectly),

e)     even though is using Fair Value metrics in evaluating its investments, this is being done primarily for presentation purposes rather that evaluating income generating capability and making investment decisions. The latter is being based on metrics like IRR, ROE and others.

5. Risk Management 

 

5.1 Financial risk factors

 

The Group is exposed to operating country risk, real estate holding and development associated risks, market price risk, interest rate risk, credit risk, liquidity risk, currency risk, other market price risk, operational risk, compliance risk, litigation risk, reputation risk, capital risk management and other risks arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below.

5.1.1 Operating Country Risks

The Group is exposed to country risk, stemming from the political and economic environment of countries in which it operates. Notably:

5.1.1.1 Ukraine

During 2015, the Ukrainian economy was going through a recession, the annual inflation rate reached 43,0%. Unfavorable conditions on markets where Ukraine's primary commodities where traded had negative impact on devaluation of the Ukrainian Hryvnia against major foreign currencies. During the period ended 30 June 2016 Ukrainian hryvnia further devaluated at 3,6% against USD in comparison to the end of 2015. Nevertheless the economy showed first signs of stabilization during reporting period with inflation rate slowing down to an annualized rate of 7% for the six month ended 30 June 2016 and industrial production increasing in February for the first time since 2012.

The National Bank of Ukraine (the "NBU") maintained its range of measures aimed at limiting the outflow of foreign currency from the country, inter alia, a mandatory sale of foreign currency earnings, and certain restrictions on purchases of foreign currencies on the interbank market and on usage of foreign currencies for settlement purposes, limitations on remittances abroad.

In 2015, the Government of Ukraine agreed with the IMF a four-year program for USD 17,500 million loan aimed at supporting the economic stabilization of Ukraine. The program defines economic reforms that must be undertaken by the Government of Ukraine to reinstate a sustainable economic growth in the midterm perspective. During the reporting period cooperation with IMF effectively was put on hold since laws required by the program could not be passed in the Parliament due to break up of ruling coalition. IMF showed its readiness to continue the program with the appointment of new government and a new financial support payment is expected to be received by Ukraine in Q4 2016.

During the period ended 30 June 2016, an armed conflict with separatists continuing in certain parts of Luhansk and Donetsk regions.

Political and economic relationships between Ukraine and the Russian Federation further deteriorated. On 1 January 2016, a free-trade element of Ukraine's association agreement with the European Union is coming into force. In late 2015, the Russian Federation denounced the free trade zone agreement with Ukraine and further trade and transit restrictions were announced by both countries. This led to a significant reduction in trade and economic cooperation between countries and undermined the ability to export goods from Ukraine to Central Asia countries.

Stabilization of the economic and political situation depends, to a large extent, upon the ability of the Ukrainian Government to continue reforms and the efforts of the NBU to further stabilize the banking sector, as well as upon the ability of the Ukrainian economy in general to respond adequately to changing markets.

5.1.1.2 Greece

During the period the Greek government continued discussions and finally agreed on May 24th, 2016 with the creditor institutions (EU/ECB/IMF/ESM) on the terms of the 3rd financial rescue package. Such financial agreement covers the next 3 years and has many milestones, on which future debt funding depends. However the main risks are around the implementation of the rescue program and the reforms included therein. The implementation of the program and its effects on the economy are beyond the Group's control.

Various risks emerge should the program is not implemented as planned, including restrictions on use of local bank deposits, liquidity of the financial sector and businesses, recoverability of receivables, impairment of assets, sufficiency of financing by the lending banks, serving of existing financing arrangements and/or compliance with existing terms and financial covenants of such arrangements. These and any possible further negative developments in Greece could impact the results and financial position of the Groups Greek operations to some extent, in a manner not currently determinable.

The Group has been closely assessing developments in Greece and preparing for a number of eventualities around the Greek crisis, in line with its established risk management policy in order to ensure that timely actions and response are undertaken so as to minimize any impact on the Group's business and operations.

5.1.2 Risks associated with property holding

Several factors may affect the economic performance and value of the Group's properties, including: 

·      risks associated with construction activity at the properties, including delays, the imposition of liens and defects in workmanship;  

·      the ability to collect rent from tenants , on a timely basis or at all, taking also into account the UAH rapid devaluation;

·      the amount of rent and the terms on which lease renewals and new leases are agreed being less favorable than current leases;  

·      cyclical fluctuations in the property market generally;  

·      local conditions such as an oversupply of similar properties or a reduction in demand for the properties;

·      the attractiveness of the property to tenants or residential purchasers;  

·      decreases in capital valuations of property;  

·      changes in availability and costs of financing, which may affect the sale or refinancing of properties;

·      covenants, conditions, restrictions and easements relating to the properties;  

·      changes in governmental legislation and regulations, including but not limited to designated use, allocation, environmental usage, taxation and insurance;  

·      the risk of bad or unmarketable title due to failure to register or perfect our interests or the existence of prior claims, encumbrances or charges of which we may be unaware at the time of purchase;  

·      the possibility of occupants in the properties, whether squatters or those with legitimate claims to take possession;   

·      the ability to pay for adequate maintenance, insurance and other operating costs, including taxes, which could increase over time; and

·      political uncertainty, acts of terrorism and acts of nature, such as earthquakes and floods that may damage the properties.

 

5.1.3 Property Market price risk

Market price risk is the risk that the value of the Group's portfolio investments will fluctuate as a result of changes in market prices. The Group's assets are susceptible to market price risk arising from uncertainties about future prices of the investments. The Group's market price risk is managed through diversification of the investment portfolio, continuous elaboration of the market conditions and active asset management. To quantify the value of its assets and/or indicate the possibility of impairment losses, the Group commissioned internationally acclaimed valuers.

Valuations reported as at 31 December 2015 take into account the continuation of political instability in Ukraine. Given the nature of the Group's assets the most immediate effect would be the prolongation of the period needed to market and effectively sell an asset under such duress conditions.

The BoD is monitoring the situation to ensure that assets' value is preserved while at the same time through diversification according to the strategic plan of the Group, Ukrainian operations are gradually becoming a smaller part of a larger portfolio of assets. 

5.1.4 Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates.

The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest‑bearing assets apart from its cash balances that are mainly kept for liquidity purposes.

The Group is exposed to interest rate risk in relation to its borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. All of the Group's borrowings are issued at a variable interest rate. Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

5.1.5 Credit risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets at hand at the end of the reporting period. Cash balances are held with high credit quality financial institutions and the Group has policies to limit the amount of credit exposure to any financial institution.

Management has been in continuous discussions with banking institutions monitoring their ability to extend financing as per the Group's needs. The sovereign debt crisis has affected the pan-European banking system during 2011 and 2012 imposing financing uncertainties for new development projects.  The financial crisis in the European Union periphery has strained any remaining liquidity and the financial institutions in the region (including those that have Italian, Greek or Austrian parent) have entered into deleveraging programs.

5.1.6 Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.

Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Group's functional currency. Excluding the transactions in Ukraine all of the Group's transactions, including the rental proceeds are denominated or pegged to €. In Ukraine even though some of the rental proceeds are denominated in USD,  Management has been monitoring the rental market decoupling from the USD and switching to the UAH, which entails significant FX risks for the Group in the future. Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly, by limiting net exposures to a few days to 2 months. It should be noted that the current political uncertainty in Ukraine, and the currency devaluation may affect the Group's income streams indirectly also through affecting the financial condition of the tenants of the Group's properties their solvency and their income generating capacity.

Apart from liquidity maintained in local currency for operating reasons the Group's liquid assets are held in EUR denominated deposit accounts. Management is monitoring the situation closely and acts accordingly.

5.1.7 Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance. The Group's core strategy is described in Note 35.1 of the condensed consolidated interim financial statements.

5.1.8 Compliance risk

Compliance risk is the risk of financial loss, including fines and other penalties, which arises from non‑compliance with laws and regulations of each country the Group is present as well as from the stock exchange where the Company is listed. Although the Group is trying to limit such risk, the uncertain environment in which it operates in various countries increases the complexities handled by Management.

5.1.9 Litigation risk

Litigation risk is the risk of financial loss, interruption of the Group's operations or any other undesirable situation that arises from the possibility of non‑execution or violation of legal contracts and consequentially of lawsuits. The risk is restricted through the contracts used by the Group to execute its operations .

 

5.1.10 Insolvency risk

Insolvency arises from situations where a company may not meet its financial obligations towards a lender as debts become due. Addressing and resolving any insolvency issues is usually a slow moving process in the Region.  Management is closely involved in discussions with creditors when/if such cases arise in any subsidiary of the Company aiming to effect alternate repayment plans including  debt repayment so as to minimize the effects of such situations on the Group's asset base.

5.2. Operational risk

Operational risk is the risk that derives from the deficiencies relating to the Group's information technology and control systems as well as the risk of human error and natural disasters. The Group's systems are evaluated, maintained and upgraded continuously.

5.3. Fair value estimation

 

The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the end of the reporting period. Valuations reported as at 31 December 2015 take into account past political developments in Ukraine which given the nature of the Group's assets the most immediate effect would be the prolongation of the period needed to market and effectively sell an asset under such duress conditions.

6. Investment in subsidiaries

The Company has direct and indirect holdings in other companies, collectively called the Group, that were included in the condensed consolidated interim financial statements, and are detailed below:




Holding %

Name

Country

Related Asset

as at 

30 Jun 2016

as at

 31 Dec 2015

as at 

30 Jun 2015

SC SECURE Capital Ltd

Cyprus


100

100

100

SL SECURE Logistics Ltd

Cyprus

Brovary Logistics Park

100

100

100

LLC Aisi Brovary

Ukraine

100

100

100

LLC Terminal Brovary

Ukraine

100

100

100

LLC Aisi Ukraine

Ukraine

Kiyanovskiy Residence

100

100

100

LLC Retail Development Balabino

Ukraine

100

100

100

LLC Trade Center

Ukraine

100

100

100

LLC Almaz‑press‑Ukrayina

Ukraine

Tsymlianskiy Residence

55

55

55

LLC Aisi Bela

Ukraine

Bela Logistic Park

100

100

100

LLC Interterminal

Ukraine

Zaporizhia Retail Center

100

100

100

LLC Aisi Ilvo

Ukraine


100

100

100

Myrnes Innovations Park Ltd

Cyprus

Innovations Logistics Park

100

100

100

Best Day Real Estate SRL

Romania

100

100

100

Yamano Holdings Ltd

Cyprus

EOS Business Park

100

100

100

Secure Property Development and Investment Srl

Romania

100

100

100

N-E Real Estate Park First Phase Srl

Romania

100

100

100

Victini Holdings Ltd

Cyprus

GED Logistics

100

100

100

SPDI Logistics S.A.

Greece

100

100

100

Zirimon Properties Ltd

Cyprus

Delea Nuova

100

100

100

Bluehouse Accession Project IX Ltd

Cyprus

Praktiker Craiova

100

100

-

Bluehouse Accession Project IV Ltd

Cyprus

100

100

-

Bluebigbox 3 Srl

Romania

100

100

-

SEC South East Continent Unique Real Estate Investments II Ltd

Cyprus


100

100

100

SEC South East Continent Unique Real Estate (Secured) Investments Ltd

Cyprus


100

100

100

Diforio Holdings Ltd

Cyprus

Residential and Land portfolio

100

100

100

Demetiva Holdings Ltd

Cyprus

100

100

100

Ketiza Holdings Ltd

Cyprus

90

90

45

Frizomo Holdings Ltd

Cyprus

100

100

100

SecMon Real Estate SRL

Romania

100

100

100

SecVista Real Estate SRL

Romania

100

100

100

SecRom Real Estate SRL

Romania

100

100

100

Ketiza Real Estate SRL

Romania

90

90

45

Edetrio Holdings Ltd

Cyprus

100

100

100

Emakei Holdings Ltd

Cyprus

100

100

100

RAM Real Estate Management Ltd

Cyprus

50

50

50

Iuliu Maniu Ltd

Cyprus

45

45

45

Moselin Investments srl

Romania

45

45

45

Rimasol Enterprises Ltd

Cyprus

44,24

44,24

44,24

Rimasol Real Estate Srl

Romania

44,24

44,24

44,24

Ashor Ventures Ltd

Cyprus

44,24

44,24

44,24

Ashor Development Srl

Romania

44,24

44,24

44,24

Jenby Ventures Ltd

Cyprus

44,30

44,30

44,24

Jenby Investments Srl

Romania

44,30

44,30

44,24

Ebenem Ltd

Cyprus

44,30

44,30

44,24

Ebenem Investments Srl

Romania

44,30

44,30

44,24

Sertland Properties Ltd

Cyprus

100

100

100

Boyana Residence ood

Bulgaria

100

100

100

Mofben Investments Ltd

Cyprus

100

100

100

Delia Lebada Invest srl

Romania

65

65

65

 

During 2015 the Company completed a number of acquisitions: GED Warehouse, Praktiker Craiova and a part of the mixed portfolio including commercial, residential properties and land were categorized under "Investment Property" (Notes 14 & 15). Another part of the mixed portfolio (Delea Nuova office Building , Green Lake land has been categorized under "Associates" (Note 16). The 20% acquisition of Autounion has been recorded under "Available for Sale Financial Assets" (Note 19).

7. Operating Income

 

Operating income in the net amount of €1.914.602 for the period ended 30 June 2016 consists of:

a)   rental income as well as service charges and utilities income collected from tenants as a result of the rental agreements concluded with tenants of Terminal Brovary (Ukraine), Innovations Logistics Park (Romania), EOS Business Park (Romania), Praktiker Craiova (Romania), and GED Logistics (Greece),

b)   income from the sale of electricity by GED Logistics to the Greek Grid Administrator,

c)   rental income and service charges charged to tenants of the Residential Portfolio, and

d)   income from the sale of several apartments and parking spaces minus the deduction of Cost of assets sold, representing the fair value as valued at 31/12/2015. The net income from sale of assets incudes both sales from Investment Property assets and assets classified as Inventory.

 

30 Jun 2016

30 Jun 2015

Rental income

2.345.038

2.319.351

Sale of electricity

164.607

135.140

Service charges and utilities income

152.911

279.901

Total income from rental contracts

2.662.556

2.734.392

Income from sale of assets

2.238.541

671.368

Cost of assets sold

(2.986.495)

(469.850)

Net Income from sale of assets

(747.954)

201.518




Total Operating income

1.914.602

2.935.910

 

As announced on 9th of June 2016 the Company signed an agreement for the sale of the Terminal Brovary property involving the entities SL SECURE Logistics Limited, Aisi Brovary LLC, Terminal Brovary LLC. The Share Purchase Agreement is currently being negotiated and closing is subject to the EBRD and the Ukrainian Antimonopoly Committee approval. In case the transaction is effected, the table below presents the Group's Operating income excluding income from Terminal Brovary. 

 

30 Jun 2016

30 Jun 2015

Rental income

1.826.083

1.177.612

Sale of electricity

164.607

229.788

Service charges and utilities income

99.693

135.139

Total income from rental contracts

2.090.383

1.542.539

Income from sale of assets

2.238.541

671.368

Cost of assets sold

(2.986.495)

(469.850)

Net Income from sale of assets

(747.954)

201.518




Total Operating income

1.342.429

1.744.057

 

Occupancy rates in the various income producing assets of the Group as at 30 June 2016 were as follows:

Income producing assets

%


30 Jun 2016

30 Jun 2015

EOS Business Park

Romania

100%

100%

Innovations Logistics Park (Note 36.2)

Romania

87%

87%

GED Logistics

Greece

100%

100%

Terminal Brovary

Ukraine

100%

72%

Praktiker Craiova

Romania

100%

-

 

Valuation gains /(losses) from investment property for the six month reporting period, excluding foreign exchange translation differences which are incorporated in the table of Note 14, are presented in the table below.

Property Name (€)

Valuation gains/(losses)


30 Jun 2016

30 Jun 2015

Brovary Logistic Park

349.332

4.711.511

Bela Logistic Center

145.991

1.371.425

Kiyanovskiy Lane

91.243

1.083.869

Tsymlyanskiy Lane

28.677

309.677

Balabino Lane

44.318

575.114

Rozny Lane

(23.125)

-

Innovations Logistics Park

-

-

EOS Business Park

-

-

Residential Portfolio

-

-

Green Lake

-

(3.313.791)

Pantelimon Lake

-

-

Praktiker Craiova

-

-

GED Logistics

-

-

Total

636.436

4.737.805

 

8. Administration Expenses

 

30 Jun 2016

30 Jun 2015

Salaries and Wages

(480.484)

(573.350)

Legal fees

(44.123)

(201.548)

Advisory fees

(169.548)

(243.398)

Corporate registration and maintenance fees

(89.765)

(63.082)

Travelling and other office expenses

(78.148)

(66.524)

Directors' remuneration

-

(119.628)

Audit and accounting fees

(74.758)

(62.159)

Public group expenses

(67.166)

(71.970)

Depreciation/Amortization charge

(24.162)

(6.979)

Sundry expenses

(150.019)

(65.926)

Total Administration Expenses

(1.178.173)

(1.474.564)

 

Salaries and wages include the remuneration of the CEO, the CFO, the Group Commercial Director, the Group Investment Director and the Country Managers of Ukraine and Romania, as well as the salary cost of personnel employed in the region.

Legal fees represent legal expenses incurred by the Group in relation to asset operations (rentals, sales etc), ongoing legal cases in Ukraine, debt restructurings as well as its compliance with AIM listing.

Advisory fees are mainly related to outsourced human resources support on the basis of advisory contracts, capital raising advisory expenses and marketing expenses incurred by the Group.

Directors' remuneration represents the remuneration of all non-executive Directors and committee members (Note 32.1). For 2016, a decision was taken that the BOD receives no remuneration.

Audit and accounting expenses includes the audit fees and accounting fees for the Company and all the subsidiaries.

Public group expenses include fees paid to the London Stock Exchange (LSE) and the Nominated Advisor of the Company as well as other expenses related to the listing of the Company.

Depreciation/Amortization expense is mainly related to amortization of software (ERP - Navision) .

Sundry expenses include office expenses, travel expenses, communication expenses, D&O insurance and all other general expenses for Cypriot, Romanian, Ukrainian, Bulgarian and Greek operations.

9. Investment property operating expenses

 

The Group incurs expenses related to the proper operation and maintenance of all the income generating properties in Kiev, Bucharest, Athens, Sofia and Craiova. A part of these expenses is recovered from the tenants through the rental agreements (Note 7).

 

30 Jun 2016

30 Jun 2015

Property management fees

(72.376)

(82.864)

Property related taxes

(121.707)

(124.561)

Expenses for utilities

(97.170)

(153.451)

Property security

(21.194)

(10.522)

Technical maintenance and other operating expenses

(26.581)

(36.471)

Leasing expenses

(25.188)

(34.684)

Property insurance

(25.965)

(4.276)

Total

(390.181)

(446.829)

 

Property management fees relate to property management agreements with third party managers for Innovation Logistics Park, and Praktiker Craiova .

Property related taxes reflect local taxes related to land and building properties (in the form of land taxes, building taxes, garbage fees, etc).

Leasing expenses reflect expenses related to long term land leasing.

10. Other operating income/(expenses), net

 

30 Jun 2016

30 Jun 2015

Income from enforcement guarantees

-

122.867

Other income

-

122.867

Impairment

(772)


Penalties

(8.814)

(1.559)

Other expenses

(8.240)

(79.038)

Other expenses

(17.826)

(80.597)




Total

(17.826)

42.270

 

11. Finance costs and income

 

30 Jun 2016

30 Jun 2015

Finance income



Interest from non-bank loans

38.041

12.996

Bank Loan written off

324.695

-

Bank interest income

400

203

Total finance income

363.136

13.199

 

Finance costs



Borrowing interest expenses (Note 25)

(1.320.634)

(1.104.169)

Finance leasing interest expenses (Note 29)

(269.398)

(297.040)

Finance charges and commissions

(72.070)

(221.188)

Other finance expenses

(97.048)

-

Total finance costs

(1.759.150)

(1.622.397)




Net finance result

(1.396.014)

(1.609.198)

 

Interest from non-bank loans represents interest payable for shareholder's loans granted to entities owning properties in which the Company has partnerships.

Bank Loan written off represents a debt amount written off following complete sale of the of Linda Residence properties (Note 25).

Borrowing interest expense represents interest expense charged on bank and non-bank borrowings.

Finance leasing interest expenses relate to the sale and lease back agreements of the Group.

Finance charges and commissions include regular banking commissions, and various fees paid to the banks, including a fee paid to EBRD for the restructuring of the Terminal Brovary loan in 2015 amounting to €99.154.

Other finance expenses mainly represents the penalties that Piraeus Leasing bank charged to Best Day SRL for overdue installments during the period where the Company and Nestle were trying to get Piraeus Leasing agreement for the departure of Nestle from the Terminal. The Company claims that any and all delays were the fault of Piraeus Bank.

12. Foreign exchange profit / (losses)

 

a.        Foreign exchange loss - non realised

Foreign exchange losses (non-realised) resulted from the loans and/or payables/receivables denominated in non EUR currencies when translated in EUR, mainly the EBRD loan (Note 25). The exchange income from continuing operations for the period ended 30 June 2016 amounted to €98.818 loss (30 June 2015: loss €4.976.537).

b.       Exchange difference on intercompany loans to foreign holdings

The intercompany loans provided by SC Secure Capital Limited to Ukrainian subsidiaries (Note 32.3) incurred an exchange loss (non-realised) of €1.485.262, due to the UAH devaluation which took place during the reporting period (period ended 30 June 2015: loss 7.323.715).

 

13. Income Tax Expense

30 Jun 2016

30 Jun 2015

Current income and defense tax expense

(45.507)

(2.893)

Taxes

(45.507)

(2.893)

 

For period ended 30 June 2016, the corporate income tax rate for the Company's subsidiaries are as follows: in Ukraine 19%, in Romania 16%, in Greece 29% and in Bulgaria 10%. The corporate tax that is applied to the qualifying income of the Company and its Cypriot subsidiaries is 12,5%.

14. Investment Property

 

14.1 Investment Property Holdings

 

Investment Property consists of the following assets:

Income Producing Assets

·      Innovations Logistic Park is a 16.570 sqm gross leasable area logistics park located in Clinceni in Bucharest, which benefits from being on the Bucharest ring road. Its construction was tenant specific, was completed in 2008 and is separated in four warehouses, two of which offer cold storage (freezing temperature), the total area of which is 6.395 sqm. Innovations was acquired by the Group in May 2014 and was 87% leased at the end of the reporting period.

 

·      EOS Business Park is a 3.386 sqm gross leasable area Class A office Building in Bucharest, which is currently fully let to Danone Romania. EOS Business Park was acquired by the Group in October 2014.

 

·      GED Logistics is a 17.756 gross leasable sqm logistics park and has a net operating income ("NOI") of approximately €1,5 million per annum. It is fully let to the German multinational transportation and logistics company, Kuehne + Nagel (70%) and to a Greek commercial company trading electrical appliances GE Dimitriou SA (30%). The NOI also includes income from selling electric energy produced by the 1MW photovoltaic park installed on the roof of the property to the Greek Electric Grid.

·      Praktiker Craiova, a 9,385 sqm Gross Leasable Area  DIY retail property, acquired by the Group in July 2015. Situated in a prime location in Craiova, Romania it is wholly let to Praktiker, a regional DIY retailer.  Early in 2016 the tenant offered to extend the lease agreement for an additional 5,5 years until 2025, for an annual rent of ~€600k.  Such offer has been accepted.

 

·      Terminal Brovary Logistic Park is a 49.180 sqm gross leasable area logistics park, situated on the junction of the main Kyiv - Moscow highway and the Borispil road. The facility is in operation since Q1 2010 and as at the end of the reporting period its warehouse space is ~100% leased (~90% occupancy). The property is currently under negotiation for sale ( Note 7).

Residential Assets

 

·          The Company owns a residential portfolio, consisting at the end of the reporting period of partly let and income producing 75 apartments and villas across five separate complexes (Residential portfolio: Romfelt, Linda, Monaco, Blooming House, Green Lake Residential: Green Lake Parcel K) located in different residential areas of Bucharest and Sofia. The Group acquired the portfolio properties partly in August 2014 and partly May 2015. Since that time the Company has been gradually disposing the properties. The aggregate residential portfolio is ~43% let at the end of the reporting period.

 

Land Assets

 

·      Bela Logistic Center is a 22,4 Ha plot in Odessa situated on the main highway to Kyiv. Following the issuance of permits in 2008, below ground construction for the development of a 103.000 sqm GBA logistic center commenced. Construction was put on hold in 2009 following adverse macro-economic developments at the time.

 

·      Kiyanivsky Lane consists of four adjacent plots of land, totaling 0,55 Ha earmarked for a residential development, overlooking the scenic Dnipro River, St. Michael's Spires and historic Podil neighborhood.

 

·      Tsymlianskiy Lane, is a 0,36 Ha plot of land located in the historic Podil District of Kyiv and is designated for the development of a residential complex.

 

·      Rozny Lane is a 42 Ha land plot located in Kiev Oblast, designated for the development of a residential complex. It has been registered under the Group pursuant to a legal decision in July 2015. (Note 14.4c).

 

·      Balabino property is a 26,38 Ha plot of land situated on the south entrance of Zaporizhia, a city in the south of Ukraine with a population of 800.000 people. Balabino is zoned for retail and entertainment development.

 

·      Green Lake land is a 40.360 sqm plot and is adjacent to the Green Lake part of the Company's residential portfolio (classified under Associates). It is situated in the northern part of Bucharest on the bank of Grivita Lake in Bucharest. SPDI owns 44,24% of these plots and has effective management control.

·      Pantelimon Lake consists of a ~40.000 sq m plot of land in east Bucharest situated on the shore of Pantelimon Lake, opposite to a famous Romanian hotel, the Lebada Hotel. The construction permit, which allows for ~54.000 sqm residential space to be built, was renewed in April 2014.

 

14.2 Investment Property Movement during the reporting period

The table below presents a reconciliation of the Fair Value movements of the investment property during the reporting period broken down by property and by local currency vs. reporting currency.

The two components comprising the fair value movements are presented in accordance with the requirements of IFRS in the condensed consolidated statement of comprehensive income as follows:

a.      The translation loss due to the devaluation of local currencies of €482.891 (a) is presented as part of the exchange difference on translation of foreign operations in other comprehensive income of the Profit and Loss Account and then carried forward in the Foreign currency translation reserve; and,

b.      The fair value gain in terms of the local functional currencies amounting to €287.104 (b), is presented as Valuation gains/(losses) from investment properties under the Profit and Loss Account and is carried forward in Accumulated losses.

30 June 2016 ()

 


Fair Value movements


Asset Value at the Beginning of the period or at Acquisition/Transfer date

Asset Name

Type

Carrying amount 30/06/2016

Foreign exchange translation difference

(a)

Fair value gain/(loss) based on local currency valuations (b)

Disposals

Transfer from prepayments made for investments

Additions

2015

Carrying amount as at 31/12/2015

Terminal Brovary Logistic Park

Warehouse

12.069.897

(543.759)

349.332

-

-

-

12.264.324

Bela Logistic Center

Land

5.044.136

(227.244)

145.991

-

-

-

5.125.389

Kiyanivskiy Lane

Land

3.152.586

(142.025)

91.243

-

-

-

3.203.368

Tsymlyanskiy Lane

Land

990.812

(44.637)

28.677

-

-

-

1.006.772

Balabino

Land

1.531.256

(68.984)

-

-

-

1.555.922

Rozny Lane

Land

1.170.960

-




1.194.085

Total Ukraine


23.959.647

(1.026.649)

636.436

-

-

-

24.349.860

Overall change in Ukraine



(390.213)

-

-

-


Innovations Logistics Park

Warehouse

14.400.000

-

-

-

-

-

14.400.000

EOS Business Park

Office

6.550.000

-

-

-

-

-

6.550.000

Residential portfolio

Residential

4.638.141

-

-

(2.083.859)

-

-

6.722.000

Green Lake

Land

17.932.000

-

-

-

-

-

17.932.000

Pantelimon Lake

Land

5.812.000

-

-

-

-

-

5.812.000

Praktiker Craiova

Retail

7.200.000

-

-

-

-

-

7.200.000

Total Romania


56.532.141

-

-

(2.083.859)

-

-

58.616.000

GED Logistics

Warehouse

16.500.000

-

-

-

-

-

16.500.000

Total Greece


16.500.000

-

-

-

-

-

16.500.000

Total


96.991.788

(1.026.649)

636.436

(2.083.859)

-

-

99.465.860

 

14.3 Investment Property Valuations per asset

 

The table below presents the values of the individual assets as appraised by the appointed valuer.

 

Asset Name

 

Description/ Location

Principal Operation

Related Companies

Carrying amount as at (€)





30 Jun 2016

31 Dec 2015

Terminal Brovary Logistics Park

Brovary,

Kiev oblast

 

Warehouse

LLC TERMINAL BROVARY

LLC AISI BROVARY

SL LOGISTICS LIMITED

12.069.897

12.264.324

Bela Logistic Center

 

Odesa

Land and Development Works for Warehouse

LLC AISI BELA

5.044.136

5.125.389

Kiyanivskiy Lane

 

Podil,

Kiev City Center

 

Land for residential development

 

LLC AISI UKRAINE

 

3.152.586

3.203.368

Tsymlianskiy Lane

Podil,

Kiev City Center

Land for residential

development

LLC ALMAZ PRES UKRAINE

990.812

1.006.772

Balabino

 

Zaporizhia

 

Land for retail development

LLC INTERTERMINAL

LLC AISI Ilvo,

 

1.531.256

1.555.922

Rozhny Lane

Brovary district, Kyiv oblast

Land for residential

Development

SC Secure Capital

1.170.960

1.194.085

Total Ukraine




23.959.647

24.349.860

 

Asset Name

 

Description/ Location

Principal Operation

Related Companies

Carrying amount as at (€)





30 Jun 2016

31 Dec 2015

Innovations Logistic Park

Clinceni, Bucharest

Warehouse

MYRNES INNOVATIONS PARK LIMITED

BEST DAY REAL ESTATE SRL

14.400.000

14.400.000

EOS Business Park

Bucharest

Office building

YAMANO LIMITED

SPDI SRL,

N-E Real Estate Park First Phase Srl

6.550.000

6.550.000

Residential Portfolio

Bucharest

Residential apartments

(90 in total in 4 complexes)

Secure Investment  II

Demetiva Limited

Diforio Limited

Frizomo Limited

Ketiza Limited

SecRom Srl

SecVista Srl

SecMon Srl

Ketiza Srl

4.638.141

6.722.000

Green Lake

Bucharest

Residential apartments (14 in total)

&

land for residential development

Secure Investment  I

Edetrio Holdings Limited

Emakei Holdings Limited

Iuliu Maniu Limited

Ram Real Estate Management Limited

Moselin Investments srl

Rimasol Limited

Rimasol Real Estate Srl

Ashor Ventures Limited

Ashor Develpoment Srl

Jenby Ventures Limited

Jenby Investments Srl

Ebenem Limited

Ebenem Investments Srl

17.932.000

17.932.000

Pantelimon Lake

Bucharest

Land for residential development

Secure Investment  I

Mofben Investments Limited

Delia Lebada Invest srl

5.812.000

5.812.000

Praktiker Craiova

Craiova

Big Box retail

Bluehouse Accession Project IX

Bluehouse Accession Project IV

BlueBigBox 3 srl

7.200.000

7.200.000

Total Romania




56.532.141

58.616.000

 

GED Logistics

Athens

Warehouse

Victini Holdings Limited.

SPDI Logistics S.A.

16.500.000

16.500.000

Total Greece




16.500.000

16.500.000

TOTAL

96.991.788

99.465.860

 

 

14.4 Investment Property analysis

 

a.        Investment Properties

 

The following assets are presented under Investment Property: Innovations, EOS Business Park, GED Logistics Park, Craiova Praktiker, the Residential Portfolio (consisting of apartments in 4 complexes and Green Lake) as well as all the land assets namely Kiyanovskiy Lane, Tsymlyanskiy Lane, Balabino and Rozny in Ukraine, Pantelimon Lake and Green Lake in Romania.

30 Jun 2016

31 Dec 2015

As at the beginning of the reporting period

94.340.471

53.533.187

Capital expenditure on investment property

-

-

Acquisitions of investment property

-

51.089.000

Disposal of investment Property

(2.083.859)

(1.902.500)

Transfer from prepayments made


1.518.480

Revaluation gain/(loss) on investment property

490.445

(3.308.246)

Translation difference

(799.405)

(6.589.450)

As at the end of the reporting period

91.947.652

94.340.471

 

b.       Investment Properties Under Development

 

As at 30 June 2016 investment property under development represents the carrying value of Bela Logistic Center property, which has reached the +10% construction level completion in late 2008 but it is stopped since then.

30 Jun 2016

31 Dec 2015

As at the beginning of the reporting period

5.125.389

5.083.216

Revaluation on investment property

145.991

1.513.658

Foreign translation difference

(227.244)

(1.471.485)

As at the end of the reporting period

5.044.136

5.125.389

 

c.        Prepayments made for Investments

 

From time to time, when the Company acquires a new property, it may proceed with down payment in order to facilitate such transactions.  Movements of such prepayments are presented below for six months period of 2016 and 2015.

30 Jun 2016

31 Dec 2015

As at the beginning of the reporting period

100.000

2.674.219

Advances for acquisition transferred to Investment in subsidiary

-

(624.841)

Translation difference

-

9.761

Transfer to Investment Property

-

(1.518.480)

Advances for investments from acquisition of subsidiaries

-

100.000

Impairment provision

-

(540.659)

As at the end of the reporting period

100.000

100.000

 

For 2015, advances for acquisition transferred to Investment in subsidiary reflects a down payment provided for the acquisition of GED logistics park in 2014 that has been closed upon transaction finalization in 2015.

Transfer to Investment Property relates to Kiev Oblast-Rozny Property. The Group made an advance payment of ~US$12mil for the acquisition of a property in Podil (Kyiv) in 2007. As of the end of the reporting period Management continues its effort to collect the original US $12mil as the seller defaulted but at the same time succeeded in enforcing the collateral (a 42ha land plot Kiev Oblast named Rozny-) after a protracted legal battle. Such asset was transferred to Investment Property at €1.518.480 when the Group took ownership (July 2015) while the amount of €540.659 represents the impairment at the date of transfer. The Group keeps pursuing legally the difference from the advance payment.

15. Investment Property Acquisitions

 

The fair value of identifiable assets and liabilities of acquired entities owning directly or indirectly properties during 2015 as of the date of their acquisition was as follows:

 

GED Logistics

SEC South East

Praktiker Craiova

Total

ASSETS





Non-current assets





Investment property

16.400.000

24.619.000

10.070.000

51.089.000

Investments in associates

-

6.132.516

-

6.132.516

Other non-current assets

29.911

69.536

-

99.447

Current assets





Inventories

-

12.300.000

-

12.300.000

Prepayments and other current assets

353.366

1.203.036

384.884

1.941.286

Cash and cash equivalents

160

777.247

26.425

803.832

Total assets

16.783.437

45.101.335

10.481.309

72.366.081

Non-current liabilities





Interest bearing borrowings

12.549.180

23.865.253

4.892.950

41.307.383

Deposits from tenants

211.243

-

-

211.243

Current liabilities





Interest bearing borrowings

135.110

1.431.464

-

1.566.574

Trade and other payables

492.060

3.074.332

120.961

3.687.353

Taxes payable

56.776

252.033

-

308.809

Total liabilities

13.444.369

28.623.082

5.013.911

47.081.362

Net assets acquired (including non-controlling interest)

3.339.068

16.478.253

5.467.398

 

25.284.719

Non-controlling interest

-

(696.063)

-

(696.063)

Net assets acquired attributable to shareholders

3.339.068

15.782.190

5.467.398

24.588.656

Financed by





Cash consideration paid

1.786.934

-

-

1.786.934

Issue of shares

-

15.152.490

6.081.211

21.233.701

Total consideration

1.786.934

15.152.490

6.081.211

23.020.635

Gain realized on acquisition

Goodwill =Net Assets - Total consideration

1.552.134

-

629.700

-

-

(613.813)

2.181.834 (613.813)

16. Investments in associates

 

In May 2015 by acquiring the mixed use Sec South portfolio (Note 15) the Group acquired participation in certain properties classified under Investments in Associates. The associates acquired are as follows:

 

a)     Green Lake Development srl, is a residential compound company which consists as at end of the reporting period of 35 apartments plus 23 villas as well as 4 commercial use designated buildings (Phase A of Green Lake). The compound is situated on the banks of Grivita Lake, in the northern part of the Romanian capital. The compound includes also facilities such as private kindergarten, nautical club, outdoor sport courts, and restaurants. The Company has a 40,35% participation in this asset. The property as of the end of the reporting period was 45% let.

b)     The Company acquired a 24,35% participation in the Delea Nuova office building property in Bucharest. The property is a 10.280 sqm office building, which consists of two underground levels, a ground floor and ten above-ground floors. As of the end of the reporting period, the building was 100% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor tenant (70% of GLA).The table below summarizes the movements in the carrying amount of the Group's investment in associates.

30 Jun 2016

31 Dec 2015

Cost of investment in associates at the beginning of the period

4.887.944

6.132.516

Share of profits /(losses) from associates

123.119

(1.244.572)

Total

5.011.063

4.887.944

 

 

Share of profits/(losses) from associates reflects the post acquisition after tax profits of each associate derived from rental income, change in the fair value of properties, minus operational and financial expenses for the period ended 30 June 2016.

 

As at 30 June 2016, the Group's interests in its associates and their summarised financial information, including total assets at fair value, total liabilities, revenues and profit or loss, were as follows:

 

Property Name

Associates

Total assets (€)

Total liabilities (€)

Profit/

(loss) (€)

Holding%

Share of profits from associates (€)

Country

Asset type

Delea Nuova

Lelar Holdings Limited and S.C. Delenco Construct S.R.L.

24.460.529

(3.795.823)

436.187

24,35%

106.229

Romania

Land

Green Lake - Phase A

Green Lake Development Srl

17.072.722

(15.514.237)

41.858

40,35%

16.890

Romania

Land

Total


41.533.251

(19.310.060)

478.045


123.119



 

17. Tangible and intangible assets

 

As at 30 June 2016 the intangible assets were composed of the capitalized expenditure on the Enterprise Resource Planning system (Microsoft Dynamics-Navision) in the amount of €90.647. Amortization amounting to €15.106 was recognized during period as the system was already in use.

As at 30 June 2016 and 31 December 2015 the tangible non-current assets mainly consisted of the machinery and equipment used for the servicing the Group's investment properties in Ukraine and Romania.

18. Inventories

 

30 Jun 2016

31 Dec 2015

At 1 January

11.300.000

-

Sale of Inventory

(902.636)

-

Acquisition of subsidiaries

-

11.300.000

At 30 June/31 December

10.397.364

11.300.000

 

In May 2015 by acquiring the mixed use Sec South portfolio (Note 15) the Group also acquired also 100% of a residential portfolio in Boyana, Sofia, Bulgaria which is classified as Inventory.

 

19. Available for sale financial assets

 

In April 2015 the Group completed the acquisition of a 20% interest in a fully let and income generating office building in Sofia, Autounion, for a cash consideration of €4.059.839 including the assignment of a loan amounting to €1.859.278 including accumulated interest up to the acquisition date (Note 20). The holding is classified as "Available for Sale Financial Assets" in conformity with IAS 39.

30 Jun 2016

31 Dec 2015

At 1 January

2.783.535

-

Acquisition cost of the investment

-

2.298.006

Fair Value gain

154.362

485.529

At 30 June/31 December

2.937.897

2.783.535

 

Autounion is a Class A BREEAM certified office building, located close to Sofia Airport. The building has a Gross Lettable Area of 19.476 square sqm over ten floors, includes underground parking and is fully let to one of the largest Bulgarian insurance companies on a long lease extending to 2027.

 

Fair value gain for the reporting period represents the difference between the fair value of the investment at acquisition date minus the fair value of investment at the reporting date.

20. Prepayments and other current assets

 

30 Jun 2016

31 Dec 2015

Prepayments and other receivables

2.059.715

792.565

Loan to Available for Sale Financial Assets (Note 19)

1.939.246

1.905.933

Loan to associates (Note 16, Note 32.4)

261.248

254.718

VAT and other tax receivable

736.908

938.464

Deferred expenses

599.245

921.427

Receivables due from related parties

-

3.384

Allowance for impairment of prepayments and other current assets

(32.456)

(21.268)

Total

5.563.906

4.795.223

 

Prepayments and other receivables include receivables from tenants, as well as short term financial support to subsidiaries.

Loan to Available for Sale Financial Assets reflects a loan receivable from Bluehouse V, holding company of Autounion building.

Loan to associates reflects a loan receivable from Green Lake Development SRL, holding company of Green Lake Phase A.

VAT and other tax receivable is mainly VAT receivables. In 2015 the largest part was the VAT receivable of Terminal Brovary VAT receivable, to be offset from VAT charged over rental income during the next years.

Deferred expenses include legal, advisory, consulting and marketing expenses related to ongoing share capital increase and due diligence expenses related to the possible acquisition of investment properties in the near future.

21. Cash and cash equivalents

 

Cash and cash equivalents represent liquidity held at banks.

 

30 Jun 2016

31 Dec 2015

Cash with banks in USD

22.671

25.205

Cash with banks in EUR

326.013

214.177

Cash with banks in UAH

108.548

40.505

Cash with banks in RON

260.622

569.424

Cash with banks in BGN

150.314

3.701

Cash equivalents

2.289

42.410

 Total 

870.457

895.422

 

22. Share capital

Number of Shares


30 June 2016

31 Dec 2015

Authorised



Ordinary shares of 0,01

989.869.935

989.869.935

Total equity

989.869.935

989.869.935

Redeemable Preference Class A Shares of €0,01

785.000

785.000

Redeemable Preference Class B Shares of €0,01

8.618.997

8.618.997

Total

999.273.932

999.273.932

Issued and fully paid



Ordinary shares of €0,01

90.014.723

90.014.723

Total equity

90.014.723

90.014.723

Redeemable Preference Class A Shares of €0,01

392.500

392.500

Redeemable Preference Class B Shares of €0,01

8.618.997

8.618.997

Total

99.026.220

99.026.220

 

 

Value (€)

30 June 2016

31 Dec 2015

Authorised



Ordinary shares of 0,01

9.898.699

9.898.699

Total equity

9.898.699

9.898.699

Redeemable Preference Class A Shares of €0,01

7.850

7.850

Redeemable Preference Class B Shares of €0,01

86.190

86.190

Total

9.992.739

9.992.739

Issued and fully paid



Ordinary shares of €0,01

900.145

900.145

Total equity

900.145

900.145

Redeemable Preference Class A Shares of €0,01

3.925

3.925

Redeemable Preference Class B Shares of €0,01

86.190

86.190

Total

990.260

990.260

 

 

22.1 Authorised share capital

 

Following the EGM dated 24 June 2015, the authorized share capital of the Company as at the end of 2015 had been increased to €9.992.739,35 divided into: (a) 989.869.935 ordinary shares of € 0,01 each; (b) 785.000 Redeemable Preference Shares Class A of €0,01 each; and (c) 8.618.997 Redeemable Preference Shares Class B of €0,01 each by the creation of 8.618.997 Redeemable Preference Shares Class B of €0,01 each

As at the end of the reporting period the authorized share capital of the Company is 989.869.935 Ordinary Shares of €0,01 nominal value each, 785.000 Redeemable Preference Class A Shares of €0,01 nominal value each and 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each.

22.2 Issued Share Capital

 

As at the end of the 2015 and as the end of the reporting period the issued share capital of the Company is as follows:

a) 90.014.723 Ordinary Shares of €0,01 nominal value each,

b) 392.500 Redeemable Preference Class A Shares of €0,01 nominal value each, following the above described redemption which shall be officially finalized during 2016, and

c) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each.

22.3 Option schemes

 

A.     Under the scheme adopted in 2007, each of the directors serving at the time, who is still a Director of the Company is entitled to subscribe for 2.631 Ordinary Shares exercisable as set out below:

 


Exercise Price

Number of


US$

Shares

Exercisable until 1 August 2017

57

1.754

Exercisable until 1 August 2017

83

877

 

B.     Under a second scheme also adopted in 2007, director Franz M. Hoerhager is entitled to subscribe for 1.829 ordinary shares exercisable as set out below:

 


Exercise Price

Number of


GBP

Shares

Exercisable until 1 August 2017

40

1.219

Exercisable until 1 August 2017

50

610

 

C.      Under a scheme adopted in 2015, pursuant to an approval by the AGM of 31/12/2013, the Company proceeded in 2015 in issuing 590.000 options to its employees, as a reward for their effort and support during the previous year. Each option entitles the Option holder to one Ordinary Share. Exercise price stands at GBP 0,15. The Option holders lose and thus may not exercise any option from the moment they cease to offer their services to the Company. The CEO and the CFO of the Company did not receive any options.

a.         147.500 Options may be exercised within 2016. Out of the Options that may be exercised in 2016, none has been exercised until the reporting date.

b.        147.500 Options may be exercised within 2017,

c.         295.000 Options may be exercised within 2018.

 

The Company considers that all option schemes are  currently out of money and therefore has not made any relevant provision.

 

22.4 Class A Warrants issued

1.1                 During 2015 the Company acquired the Sec South portfolio (Notes 14,15,16) in exchange of Ordinary shares (issued at GBP 0,65 each). To the sellers the Company also provided Class A Warrants  giving the right to the Warrant holders to subscribe in cash at the Exercise Amount for the Ordinary Shares. The Company issued then two sets of Class A Warrants as follows:

1.2  1) 18.028.294 warrants corresponding to 18.028.294 ordinary shares, exercisable within 45 days from signing at an exercise price of £0,10 per ordinary share. By August 2015 (Note 22.2) , 14.324.627 out of a total of 18.028.294 warrants were exercised. All remaining warrants have lapsed.

1.3  2) 18.028.294 warrants corresponding to 18.028.294 ordinary shares, exercisable by 31 December 2016 at an exercise price of £0,45 per ordinary share. None of these warrants have been exercised as at the reporting date.

22.5 Class B Warrants issued

 

On 8 August 2011 the Company issued an amount of Class B Warrants for an aggregate equivalent to 12,5% of the issued share capital of the Company at the exercise date. Each Class B Warrant entitles the holder to receive one Ordinary Share.  The Class B Warrants may be exercised at any time until 31st December 2016, pursuant to a decision by the AGM of 30/12/2013. The exercise price of the Class B Warrants will be the nominal value per Ordinary Share as at the date of exercise.  The Class B Warrant Instruments have anti-dilution protection so that, in the event of further share issuances by the Company, the number of Ordinary Shares to which the holder of a Class B Warrant is entitled will be adjusted so that he receives the same percentage of the issued share capital of the Company (as nearly as practicable), as would have been the case had the issuances not occurred. This anti-dilution protection will freeze on the earlier of (i) the expiration of the Class B Warrants; and (ii) capital increase(s) undertaken by the Company generating cumulative gross proceeds in excess of US$100.000.000. As of the reporting date, the aggregate amount of class B warrant is 12.859.246.

 

22.6 Capital Structure as at the end of the reporting period

As at the reporting date the Company's share capital is as follows:

 

Number of


(as at) 30 June 2016

(as at) 31 December 2015

Ordinary shares of €0,01

Issued and Listed in AIM

90.014.723

90.014.723

Class A Warrants


18.028.294

18.028.294

Class B Warrants


12.859.246

12.859.246

Total number of Shares

Non-Dilutive Basis

90.014.723

90.014.723

Total number of Shares

Full Dilutive Basis

102.873.969

102.873.969

Options


4.460

4.460

 

During the EGM dated 24 June 2015 the shareholders approved the issuance of 785.000 redeemable convertible preference SPDI shares of nominal value €0,01 each. The Preference Shares have no voting powers or rights to dividend. 392.500 of the Redeemable Preference Shares Class A were redeemed on 31 January 2015 ("Redemption Date 1") at a price of €0,89 each. The remaining 392.500 of the Preference Shares may be redeemed by 31 January 2016 (the "Redemption Date 2") at the price of €0,89. At any time prior to the Redemption Date the holders have the option to unilaterally convert the Preference Shares into ordinary shares of €0,01 each.

During  the EGM dated 24 June 2015, the shareholders approved the reorganization of the Capital of the Company via the reclassification of the old Redeemable shares as Redeemable Preference Shares Class A and via the issuance of 8.618.997 Redeemable Preference Shares Class B of €0,01 for the purpose of acquiring Craiova asset in Romania. The above approval has effective date 1st July 2015.

Redeemable Preference Shares Class A

 

The Redeemable Preference Shares Class A do not have voting or dividend rights. The remaining 392.500 of the Redeemable Shares Class A may be redeemed by the Company at a price of €0,89 each. The holders of the Redeemable Preference Shares Class A have notified the Company for redemption and the Company has entered into discussions with them in order to setoff such redemption amount with rentals owed to Best Day srl by the holders.

 

Redeemable Preference Shares Class B (Note 36.1)

 

The Redeemable Preference Shares Class B, amounting to 8.618.997 and issued to BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L which was the seller of Praktiker Craiova asset (Note 15) do not have voting rights but have economic rights at par with ordinary shares. The Redeemable Preference Shares Class B, if not converted into ordinary Shares, may be redeemed at the sole discretion of the holder of the Redeemable Preference Shares Class B by 1st July 2016 (the "Redemption Date") which may be prolonged by 3 months; the redemption price shall be €0,7056 per Redeemable Preference Share Class B. The Company has exercised its right to request three months' extension in July 2016 to 13 October 2016. The Redeemable Preference Shares Class B have priority on the winding-up of the Company, over any other shares or class of shares issued by the Company from time to time including without limitation the Redeemable Preference Shares Class A but otherwise rank pari passu with the ordinary  shares in all other respects.

 

23. Foreign Currency Translation Reserve

 

Exchange differences related to the translation from the functional currency of the Group's subsidiaries are accounted by entries made directly to the foreign currency translation reserve. The foreign exchange translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against the EUR in the countries where the Company's subsidiaries' functional currencies are not EUR.

 

24. Non-Controlling Interests

 

Non-controlling interests represent the percentage participations in the respective entities not owned by the Group:

 

%

Non-controlling interest portion

Group Company

30 Jun 2016

31 Dec 2015

LLC Almaz-Press-Ukraine

45,00

45,00

Ketiza Limited, Ketiza srl

10,00

10,00

Ram Real Estate Management Limited

50,00

50,00

Iuliu Maniu Ltd , Moselin Investments Srl

55,00

55,00

Rimasol Enterprises Ltd, Rimasol Real Estate Srl

55,76

55,76

Ashor Ventures Ltd, Ashor Development Srl

55,76

55,76

Jenby Ventures Ltd, Jenby  Investments Srl

55,70

55,70

Ebenem Ltd, Ebenem Investments Srl

55,70

55,70

 

 

25. Borrowings

 

Property

30 Jun 2016

31 Dec 2015

Principal of bank Loans




European Bank for Reconstruction and Development ("EBRD")

Terminal Brovary

11.574.472

12.164.107

Banca Comerciala Romana

Monaco Towers

924.562

1.210.962

Bancpost SA

Blooming House

1.442.930

1.739.634

Alpha Bank Romania

Romfelt Plaza

839.492

869.602

Raiffeisen Bank Romania

Linda Residence

-

429.858

Bancpost SA

GreenLake - Parcel K

3.092.926

3.099.639

Alpha Bank Bulgaria

Boyana

3.155.667

3.460.813

Alpha Bank Bulgaria

Boyana/Sertland

719.912

736.864

Bank of Cyprus

Delia Lebada/Pantelimon

4.569.725

4.569.725

Eurobank Ergasias SA

GED Logistics

11.971.200

12.343.116

Piraeus Bank SA

GreenLake-Phase 2

2.520.000

2.525.938

Marfin Bank Romania

Praktiker Craiova

4.592.128

4.839.149

Loans by non-controlling shareholders


2.740.459

2.713.458

Overdrafts


397

26.516

Total principal of bank loans


48.143.870

50.729.381

Interest accrued on bank loans


2.338.786

2.175.165

Interests accrued on non-bank loans


812.845

743.466

European Bank for Reconstruction and Development ("EBRD")


10.551

32.767

Total


51.306.052

53.680.779

 

30 Jun 2016

31 Dec 2015

Current portion

27.313.842

27.417.220

Non-current portion

23.992.210

26.263.559

Total

51.306.052

53.680.779

 

EBRD loan related to Terminal Brovary

 

According to the agreement the loan is due 2022, with a balloon payment of US$3.633.333. The loan has an interest of 3 M LIBOR + 6,75%.

 

Under the current agreement the collaterals accompanying the existing loan facility are as follows:

1.      LLC Terminal Brovary pledged all movable property with the carrying value more than US$25.000.

2.      LLC Terminal Brovary pledged its Investment property, Brovary Logistics Centre the construction of which was finished in 2010 (Note 14), and all property rights on the center.

3.      SPDI PLC pledged 100% corporate rights in SL SECURE Logistics Ltd, a Cyprus Holding Company which is the Shareholder of LLC Terminal Brovary, LLC Aisi Brovary.

4.      SL SECURE Logistics Ltd pledged 99% corporate rights in LLC Aisi Brovary.

5.      LLC Aisi Brovary pledged 100% corporate rights in LLC Terminal Brovary.

6.      LLC Terminal Brovary pledged all current and reserve accounts opened by LLC Terminal Brovary in Unicreditbank Ukraine.

7.      LLC Aisi Brovary entered into a call and put option agreement with EBRD, pursuant to which following an Event of Default (as described in the Agreement) EBRD has the right (Call option) to purchase at the Call Price from LLC Aisi Brovary, 20% of the Participatory Interest of LLC Terminal Brovary on the relevant Settlement Date.

8.      LLC Terminal Brovary has granted EBRD a second ranking mortgage in relation to its own and LLC Aisi Brovary's obligations under the call and put option agreement.

9.      LLC Terminal Brovary has pledged its rights arising in connection with the existing Lease agreements with Tenants.

10. LLC Aisi Brovary has entered with EBRD into a conditional assignment agreement of 20% and 80% corporate rights in LLC Terminal Brovary.

11. SL Secure Logistics Limited has entered with EBRD into a conditional assignment agreement of 99% corporate rights in LLC Aisi Brovary.

12. SPDI PLC has issued a corporate guarantee dated 12 January 2009 guaranteeing all liabilities and fulfilment of conditions under the existing loan agreement remains in force. The maturity of the guarantee is equal to the maturity of the loan.

The existing credit agreement with EBRD includes among others the following requirements for LLC Terminal Brovary and the Group as a whole:

1.      At all times LLC Brovary Logistics shall maintain a balance in the Debt Service Reserve Amount (DSRA) account equal to not less than the sum of all payments of principal and interest on the Loan which will be due and payable during the next six months. 

2.      LLC Terminal Brovary shall achieve a "CNRI"(Contract Net Rental Income is the aggregate of monthly lease payments, net of value added tax, contracted by the Borrower pursuant to the Lease Agreements as of the relevant testing date and converted into Dollars at the official exchange rate established by the National Bank of Ukraine as of such testing date) according to the following schedule:

                                (1) on 31 December 2015, CNRI of USD 230.000 or more; and

(2) on 30 June and 31 December in each year commencing on the date of 30 June 2016, CNRI of USD 250.000 or more, in respect of the six month period commencing  on any such date. 

3.      LLC Terminal Brovary shall achieve a "DSCR"(Debt Service Coverage Ratio is the sum of net income minus operating expenses plus amortization, divided with the sum of paid principal & interest) according to the following schedule:

i. in respect of the 6 months period ending on 30 June 2015 and 31 December 2015, the DSCR of more than 1,15x.

ii.in respect of the 6 months period ending on 30 June or 31 December in any year commencing on the date of 30 June 2016, the DSCR of more than 1,2x.

As certain of the covenants were breached as at the end of the reporting period and also Terminal Brovary LLC was late in repaying the March 2016 installments, the loan is classified as current. As of the reporting date all the March 2016 principal installments have been repaid but certain of the covenants remain in breach due to the overall economic climate in Ukraine. In addition during the reporting period the Company has entered into discussions to sell the Property (Note 7). Such discussion are expected to conclude during Q4 2016.

Other bank Borrowings

SecMon Real Estate Srl (2011) entered into a loan agreement with Banca Comerciala Romana for a credit facility for financing part of the acquisition of the Monaco Towers property apartments. As of the end of the reporting period the balance of the loan was €924.562 and bears interest of EURIBOR 3M plus 5%. The loan was repayable in October 2015 and the Company is in discussions for extension of its maturity. The loan is secured by all assets of SecMon Real Estate Srl as well as its shares.

Ketiza Real Estate Srl entered (2012) into a loan agreement with Bancpost S.A. for a credit facility for financing the acquisition of the Blooming House property and 100% of the remaining (without VAT) construction works Blooming House property. As of the end of the reporting period the balance of the loan was €1.442.930. The loan bears interest of EURIBOR 3M plus 3,5% and matures in May 2017.  The bank loan is secured by all assets of Ketiza Real Estate Srl as well as its shares.

SecRom Real Estate Srl entered (2009) into a loan agreement with Alpha Bank- Romania for a credit facility for financing part of the acquisition of the Doamna Ghica property apartments. As of the end of the reporting period, the balance of the loan was €839.492, bears interest of EURIBOR 3M+5,25% and is repaid on the basis of investment property sales. The loan matures in October 2016 and the Company is in discussions for extension of its maturity. The loan is secured by all assets of SecRom Real Estate Srl as well as its shares.

SecVista Real Estate Srl entered (2011) into a loan agreement with Raiffeisen Bank- Romania for a credit facility for financing part of the acquisition of the Linda Residence property apartments. Following the sale of the majority of the Linda apartment is May 2015 the Company repaid the loan and wrote off €324.695. (Note 11).

Moselin Investments Srl (2010) entered into a construction loan agreement with Bancpost SA covering the construction works of Parcel K -Green Lake property. As of the end of the reporting period the balance of the loan was €3.092.926 and bears interest of EURIBOR 3M plus 5%. The loan is repayable from the sales proceeds while it matures in 2017. The loan is secured with the property itself and the shares of Moselin Investments Srl.

Boyana Residence ood entered (2011) into a loan agreement with Alpha Bank- Bulgaria for a construction loan related to the construction of the Boyana Residence apartment units (finished in 2014). As of the end of the reporting period the balance of the loan was €3.155.667 and bears interest of EURIBOR 3M plus 5,75%. The loan matures in 2017. The loan currently is being repaid through sales proceeds. The facility is secured through a mortgage over the property and a pledge over the company shares as well as those of Sertland Properties Limited.

Sertland Properties Limited entered (2008) into a loan agreement with Alpha Bank- Bulgaria for an acquisition loan related to the acquisition of 70% of Boyana Residence ood. As of the end of the reporting period the balance of the loan was €719.912 and bears interest of EURIBOR 3M plus 5,75%. The loan matures in 2017. The loan currently is being repaid through sales proceeds of Boyana Residence apartment sales. The loan is secured with a pledge on company's shares, and a corporate guarantee by SEC South East Continent Unique Real Estate (Secured) Investments Limited

GED Logistics entered (April 2015) into a loan agreement with EUROBANK SA to refinance the then existing debt facility related to GED Logistics terminal. As of the end of the reporting period the balance of the loan is €11.971.200 and bears interest of EURIBOR 6M plus 3,2%+30% of the asset swap. The loan is repayable by 2022, has a balloon payment of €8.660.000 and is secured by all assets of GED Logistics as well as its shares.

SEC South East Continent Unique Real Estate (Secured) Investments Limited has a debt facility with Piraeus Bank (since 2007) for the acquisition of the Green Lake property land in Bucharest Romania. As of the end of the reporting period the balance of the loan was €2.520.000 and bears interest of EURIBOR 3M plus 4% plus the Greek law 128/78 0,6% contribution. The term of the loan facility extends to 2017.

BBB3 srl (Praktiker Craiova) has a loan agreement with Marfin Bank Romania. As of the end of the reporting period the balance of the loan was €4.592.128 and bears interest of EURIBOR 6M plus 5% and 3M plus 4,5%. Following restructuring agreed with the lending bank the loan is repayable by 2025 with a ballon of 2.189.128 is secured by the asset as well as the shares of the SPV.

Delia Lebada Invest Srl, a subsidiary, entered into a loan agreement with the Bank of Cyprus Limited in 2007 to effectively finance a leveraged buy-out of the subsidiary by the Company. The bank loan amounting to €4.830.000 is secured with a mortgage at 120% of the loan value and with a corporate guarantee by SEC South East Continent Unique Real Estate (Secured) Investments Limited. The loan bears 7% fixed interest while the  interest is payable quarterly. The balance of the loan as at the end of the reporting period was €4.569.725 (without any accrued interest and default penalty). The loan is in default and the Bank has initiated insolvency procedures to take over the Pantelimon lake asset. The Company is currently in discussions with its partner and the bank in an effort to find an amicable settlement to the case.

 

Other non bank borrowing include borrowings from non-controlling interests. During the last six years and in order to support the Green Lake property the minority shareholders of Moselin and Rimasol ltd (other than the Company) have contributed their share of capital injections by means of shareholder loans. The loans bear interest between 5% and 7% annually and are repayable in 2016 and 2017. Management expects such loans not to be repaid in the foreseeable future, as these reflect mainly the equity consideration of the shareholders and will be repaid to them post project completions/sale.

26. Trade and other payables

 

The fair value of trade and other payables due within one year approximate their carrying amounts as presented below.

30 Jun 2016

31 Dec 2015

Payables to related parties (Note 32.2)

1.329.585

743.200

Payables due for construction

397.826

405.904

Payables to third parties

5.991.009

6.209.235

Deferred income from tenants

352.329

99.554

Accruals

486.188

259.031

Total

8.556.937

7.716.924

 

30 Jun 2016

31 Dec 2015

Current portion

4.107.772

3.044.036

Non - current portion

4.449.165

4.672.888

Total

8.556.937

7.716.924

 

Payables to related parties represent amounts due to board of directors and committee members and accrued management remuneration as well as the balances with Secure Management Ltd and Grafton Properties (Note 32.2).

Payables for construction represent mainly amounts payable to a) the contractor of Bela Logistic Center in Odessa and b) the Boyana's constructor.

A)       The settlement was reached in late 2011 on the basis of maintaining the construction contract in an inactive state (to be reactivated at the option of the Group), while upon reactivation of the contract or termination of it (because of the sale of the asset) the Group would have to pay an additional UAH5.400.000 (~US$160.000) payable upon such event occurring. Since it is uncertain when the latter amount is to be paid, it has been discounted at the current discount rates in Ukraine and is presented as a non-current liability.

B)       Payables for construction include an amount of €~245.000 payable to Boyana's constructor which has been withheld as Good Performance Guarantee.

 

Payables to third parties represent shareholder payable balances owed to minority partners of the property assets acquired within the period as well as amounts payable to various service providers including auditors, legal advisors, consultants and third party accountants related to the current operations of the Group.

Deferred income from tenants represents advances from tenants which will be used as future rental income and utilities charges.

Accruals mainly include the accrued audit fees, administration fees and accounting fees.

 

27. Deposits from Tenants 

 

30 Jun 2016

31 Dec 2015

Deposits from tenants non-current

789.660

623.770

Deposits from tenants current

135.135

132.684

Total

924.795

756.454

 

Deposits from tenants appearing under current and non-current liabilities include the amounts received from the tenants of Innovations, EOS Business Park, Craiova Praktiker, GED Logistics and companies representing residential segment as advances/guarantees and are to be reimbursed to these clients at the expiration of the leases agreements.

28. Provisions and Taxes Payables

 

30 Jun 2016

31 Dec 2015

Corporate income

479.419

482.389

Defense tax

29.918

24.920

Other taxes including VAT payable

416.686

314.696

Provision (Note 33)

724.219

724.445

Total Provisions and  Tax Liabilities

1.650.242

1.546.450

 

Corporate income tax represents taxes payable in Cyprus and Romania.

Other taxes represent local property taxes and VAT payable in Ukraine, Romania, Greece, Bulgaria and Cyprus.

29. Finance Lease Liabilities

 

As at the reporting date the finance lease liabilities consist of the non-current portion of €11.125.693 and the current portion of €502.925 (31 December 2015: € 11.273.639 and € 192.083, accordingly).

 

30 Jun 2016 (€)

 

Note

Minimum lease payments

 

Interest

 

Principal

Less than one year

35.2 & 35.6

1.085.844

851.184

234.661

Between two and five years

3.627.728

2.107.796

1.519.931

More than five years

11.831.819

2.250.981

9.580.838



16.545.391

5.209.961

11.335.430

Accrued Interest




293.188

Total Finance Lease Liabilities




11.628.618

29. Finance Lease Liabilities (continued)

 

31 Dec 2015(€)

 

Note

Minimum lease payments

 

Interest

 

Principal

Less than one year

35.2 & 35.6

775.146

586.626

188.520

Between two and five years

3.592.679

2.169.534

1.423.145

More than five years

12.373.657

2.573.824

9.799.833



16.741.482

5.329.984

11.411.498

Accrued Interest




54.224

Total Finance Lease Liabilities




11.465.722

 

29.1 Land Plots Financial Leasing

The Group rents in Ukraine land plots classified as finance leases. Lease obligations are denominated in UAH. The fair value of lease obligations approximate to their carrying amounts as presented above. Following the appropriate discounting finance lease liabilities are carried at €43.863 under current and non-current portion. The Group's obligations under finance leases are secured by the lessor's title to the leased assets.

 

29.2 Sale and Lease Back Agreements

 

A.       Innovations Logistic Park

 

In May 2014 the Group concluded the acquisition of Innovations Logistics Park in Bucharest, owned by Best Day Srl, through a lease back agreement with Piraeus Leasing Romania SA. As of the end of the reporting period the balance was €7.365.404, bearing interest rate at 3M Euribor plus 4,45% margin, being repayable in monthly tranches until 2026 with a balloon of €5.244.926. At the maturity of the lease agreement Best Day will become owner of the asset. An amount of €273.576,90 was overdue that has been repaid by 15/8/2016 (Note 36.2).

Under the current finance lease agreement the collaterals for the facility are as follows:

 

1.        Best Day pledged its future receivables from its tenants.

2.        Best Day pledged its shares.

3.        Best Day pledged all current and reserved accounts opened in Piraeus Leasing, Romania.

4.        Best Day has provided a cash collateral in the amount of €250.000 in Piraeus Leasing Romania.

5.        SPDI provided a corporate guarantee in favor of the bank towards the liabilities of Best Day arising from the sale and lease back agreement.

 

B.       EOS Business Park

 

In October 2014 the Group concluded the acquisition of EOS Business Park in Bucharest, owned by First Phase Srl, through a sale and lease back agreement with Alpha Bank Romania SA. As of the end of the reporting period the balance is €3.889.870 bearing interest rate at 3M Euribor plus 5,25% margin, being repayable in monthly tranches until 2024 with a balloon of €2.653.600. At the maturity of the lease agreement First Phase will become owner of the asset.

 

Under the current finance lease agreement the collaterals for the facility are as follows:

 

1.        First Phase pledged its future receivables from its tenants.

2.        First Phase pledged Bank Guarantee receivables from its tenants.

3.        Best Day pledged its shares.

4.        First Phase pledged all current and reserved accounts opened in Alpha Bank Romania SA.

5.        First Phase is obliged to provide cash collateral in the amount of €300.000 in Alpha Bank Romania SA, starting from October 2019.

6.        SPDI provided a corporate guarantee in favor of the bank towards the liabilities of First Phase arising from the sales and lease back agreement.

 

30. Earnings and net assets per share attributable to equity holders of the parent

 

a.        Weighted average number of ordinary shares


30 Jun 2016

31 Dec 2015

30 Jun 2015

Issued ordinary shares capital

90.014.723

90.014.723

75.690.096

Weighted average number of ordinary shares (Basic)

90.014.723

69.460.155

51.191.365

Diluted weighted average number of ordinary shares

102.873.969

82.631.610

64.480.647

 

b.       Basic diluted and adjusted earnings per share

Earnings per share

30 Jun 2016

30 Jun 2015


Profit/(loss) after tax attributable to owners of the parent

(309.941)

1.117.890

Basic

(0,00)

(0,02)

Diluted

(0,00)

(0,02)

 

c.        Net assets per share

Net assets per share

30 Jun 2016

31 Dec 2015

30 Jun 2015


Net assets attributable to equity holders of the parent

41.318.809

42.433.125

55.669.940

Number of ordinary shares

90.014.723

90.014.723

75.690.096

Diluted number of ordinary shares

102.873.969

102.873.969

122.559.555

Basic

0,46

0,47

0,74

Diluted

0,40

0,41

0,45

 

31. Segment information

All commercial and financial information related to the properties held directly or indirectly by the Group is being provided to members of executive management who report to the Board of Directors.  Such information relates to rentals, valuations, income, costs and capital expenditures. The individual properties are aggregated into segments based on the economic nature of the property.  For the reporting period the Group has identified the following material reportable segments:

Commercial-Industrial

·              Warehouse segment

·              Office segment

·              Retail segment

Residential

·               Residential segment

Land Assets

·              Land assets

 

There are no sales between the segments.

 

Segment assets for the investment properties segments represent investment property (including investment properties under development and prepayments made for the investment properties). Segment liabilities represent interest bearing borrowings, finance lease liabilities and deposits from tenants.

Profit and Loss for the period ended 30 June 2016

 

Warehouse

Office

Retail

Residential

Land Plots

Total








Segment profit







Rental income

1.692.365

287.789

304.356

60.528

-

2.345.038

Service charges and utilities income

105.753

28.938

6.201

12.019

-

152.911

Sale of electricity

164.608

-

-

-

-

164.608

Sales income

-

-

-

2.238.541

-

2.238.541

Cost of sales

-

-

-

(2.986.496)

-

(2.986.496)

Valuation gains/(losses) from investment property

349.332

-

-

-

287.104

636.436

Share of profits/(losses) from associates

-

106.229

-

-

16.890

123.119

Investment properties operating expenses

(214.915)

(26.489)

(40.605)

(81.716)

(26.457)

(390.182)

Segment profit

2.097.143

396.467

269.952

(757.124)

277.537

2.283.975

Administration expenses






(1.178.173)

Other (expenses)/income, net






(17.826)

Finance income






363.136

Interest expenses






(1.590.032)

Other finance costs






(169.118)

Foreign exchange losses, net






(98.818)

Income tax expense






(45.507)

Exchange difference on I/C loan to foreign holdings






(1.485.262)

Exchange difference on translation  foreign holdings






526.525

Available for sale financial assets gains






154.362

Total Comprehensive Income






(1.256.738)

 

 

Profit and Loss for the period ended 30 June 2015

 

Warehouse

Office

Residential

Land Plots

Total







Segment profit






Sales income

-

-

671.368

-

671.368

Cost of sales

-

-

(469.850)

-

(469.850)

Rental income

1.976.449

233.594

109.308

-

2.319.351

Service charges and utilities income

241.788

38.113

-

-

279.901

Income from electricity production

135.140

-

-

-

135.140

Investment properties operating expenses

(396.943)

(33.480)

(16.406)

-

(446.829)

Investment Property related gains FX related

4.711.511

-

-

3.340.085

8.051.596

Gain realized on acquisition of subsidiaries (Note 15)

1.552.134

-

-

-

1.552.134

Share of profits from associates

-

(100.747)

-

(77.049)

(177.796)

Segment profit

8.220.079

137.480

294.420

3.263.036

11.915.015

Gain realized on acquisition of subsidiaries (Note 15)





629.700

Administration expenses





(1.474.564)

Other (expenses)/income, net





42.270

Finance Income





13.199

Finance costs





(1.622.397)

Foreign exchange losses, net





(4.976.537)

Management provision on Investment Property acquired





(3.313.791)

Income tax expense





(2.893)

Exchange difference on I/C loan to foreign holdings





(7.323.715)

Exchange difference on translation  foreign holdings





5.022.908

Total Comprehensive Income





(1.090.805)

 

Balance Sheet as at 30 June 2016

Warehouse

Office

Retail

Residential

Land plots

Total













42.969.898

6.550.000

7.200.000

4.638.141

30.589.613

91.947.652

-

-

-

-

5.044.136

5.044.136

100.000

-

-

-

-

100.000

250.000

-

-

311

876

251.187

-

4.994.173

-

-

16.890

5.011.063

-

2.937.897

-

-

-

2.937.897

-

-

-

6.990.150

3.407.214

10.397.364

43.319.898

14.482.070

7.200.000

11.628.602

39.058.729

115.689.299

 

Tangible and intangible assets






146.232






5.563.906






870.457






122.269.894







23.740.609

-

4.609.505

3.245.998

19.709.940

51.306.052

7.745.827

3.838.928

-

-

43.863

11.628.618

783.769

-

-

35.954

105.072

924.795

349.325

-

6.081.211

-

-

6.430.536

32.619.530

3.838.928

10.690.716

3.281.952

19.858.875

70.290.001






8.556.937






1.650.242

Total liabilities






80.497.180

 

Balance Sheet as at 31 December 2015

Warehouse

Office

Retail

Residential

Land plots

Total








Assets







Investment properties

43.164.324

6.550.000

7.200.000

6.847.538

30.578.609

94.340.471

Investment property under development

-

-

-

-

5.125.389

5.125.389

Prepayments made for investments

100.000

-

-

-

-

100.000

Goodwill

-

-

-

-

-

-

Long-term receivables

250.000

-

-

1.185

1.731

252.916

Investments in associates

-

4.887.943

-

-

1

4.887.944

Available-for-sale financial assets

-

2.783.535

-

-

-

2.783.535

Inventories

-

-

-

6.990.150

4.309.850

11.300.000

Segment assets

43.514.324

14.221.478

7.200.000

13.838.873

40.015.580

118.790.255

 

Tangible and intangible assets






164.617

Prepayments and other current assets






4.795.223

Cash and cash equivalents






895.422

Total assets






124.645.517








Interest bearing borrowings

24.539.925

-

4.839.149

4.586.129

19.715.576

53.680.779

Finance lease liabilities

7.508.988

3.889.870

-

-

66.864

11.465.722

Deposits from tenants

614.018

-

-

37.444

104.992

756.454

Redeemable preference shares

349.325

-

6.081.211

-

-

6.430.536

Segment liabilities

33.012.256

3.889.870

10.920.360

4.623.573

19.887.432

72.333.491

Trade and other payables






7.716.924

Taxes payables






1.546.450

Total liabilities






81.596.865

 

Geographical information

Operating income from 3rd parties (€)

30 Jun 2016

30 Jun 2015

Ukraine

572.173

1.191.853

Romania

891.808

1.310.316

Greece

740.921

432.185

Bulgaria

(290.300)

1.556

Total

1.914.602

2.935.910




Carrying amount of assets (investment properties, associates, inventory and available for Sale)



Ukraine

23.959.647

24.349.860

Romania

61.543.204

63.503.944

Greece

16.600.000

16.600.000

Bulgaria

13.335.261

14.083.535

Total

115.438.112

118.537.339

 

32. Related Party Transactions

 

The following transactions were carried out with related parties:

32.1 Expenses /Income

32.1.1 Expenses

30 Jun 2016

30 Jun 2015

Board of Directors

-

119.628

Management Remuneration

360.317

467.030

Total

360.317

586.658

 

Board of Directors expense represents the remuneration of all the non-executive members of the Board and committees pursuant to the decision of the Remuneration Committee. For 2016 a decision was taken that the BOD receives no remuneration.

Name

Position

30 June 2016 Remuneration (€)

30 June 2015 Remuneration (€)

Paul Ensor

Chairman

-

14.057

Antonios Achilleoudis

Non-Executive Director until 22 July 2015

-

14.584

Barseghyan Vagharshak

Non-Executive Director since 22 July 2015

-

-

Ian Domaille

Non-Executive Director

-

19.152

Franz Horhager

Non-Executive Director

-

14.057

Antonios Kaffas

Non-Executive Director

-

16.165

Kalypso Maria Nomikou

Non-Executive Director since 22 July 2015

-

-

Alvaro Portela

Non-Executive Director

-

14.057

Robert Sinclair

Non-Executive Director until 22 July 2015

-

13.499

Harin Thaker

Non-Executive Director

-

14.057

Total


-

119.628

 

Management remuneration includes the remuneration of the CEO, the CFO the Group Commercial Director, the Group Investment Director and that of the Country Managers of Ukraine and Romania pursuant to the decisions of the remuneration committee. 

32.1.2 Income

30 Jun 2016

30 Jun 2015

Interest Income from loan to associates

4.670

-

Interest Income from loan to Available for sale investment

33.313

12.996

Total

37.983

12.996

 

32.2 Payables to related parties


30 Jun 2016

31 Dec 2015


Directors

475.389

475.389

Grafton Properties

123.549

123.549

SECURE Management Ltd, Narrowpeak

403.800

1.062

Management Remuneration

326.847

143.200

Total

1.329.585

743.200

 

32.2.1 Board of Directors

The amount payable represents remuneration payable to non-Executive Directors until the end of the reporting period. The members of the Board of Directors pursuant to a recommendation by the remuneration committee and in order to facilitate the Company's cash flow, will receive their payment in exchange for shares in the Company's capital. This was also approved by the Annual General Meeting of the Company's shareholders.

32.2.2 Loan payable to Grafton Properties

Under the Settlement Agreement of July 2011, the Company undertook the obligation to repay to certain lenders who had contributed funds for the operating needs of the Company between 2009-2011, by lending to AISI Realty Capital LLC, the total amount of US$450.000. As of the reporting date the liability towards Grafton Properties, representing the Lenders, was US$150.000, which is contingent on the Company raising US $50m of capital in the markets.

32.2.3 Payable to Secure Management Ltd and Narrowpeak Ltd

Payable to Secure Management and Narrowpeak represents short term financing as well as back office fees and expenses.

 

32.2.4 Management Remuneration

Management Remuneration represents deferred amounts payable to the CEO and CFO of the Company, as well as the Group Commercial Director, the Group Investment Director and the Country Managers for Romania and Ukraine.

32.3 Loans from SC Secure Capital Ltd to the Company's subsidiaries

 

SC Secure Capital Ltd, the finance subsidiary of the Company provided capital in the form of loans to the Ukrainian subsidiaries of the Company so as to support the acquisition of assets, development expenses of the properties, as well as various operational costs.

 

Borrower

 Limit

Principal as of

30 Jun 2016

Principal as of

31 Dec 2015


LLC "TERMINAL BROVARY"

29.007.908

26.468.419

26.798.804

LLC "AISI UKRAINE"

23.062.351 

12.275

12.275

LLC "ALMAZ PRES UKRAINE"

8.236.554

140.021

140.021

Total


26.620.715

26.951.100

 

All loans from SC Secure Capital Limited to the Company's subsidiaries are USD denominated and in 2015 they generated a foreign exchange loss totaling €13.653.402 as a result of the devaluation of the Ukrainian Hryvnia during the reporting period. Apart from the loan to LLC "TERMINAL BROVARY" which is expected to be settled pursuant to the sale of the property (Note 7) the settlement of the other loans is not likely to occur in the foreseeable future and in substance is part of the Group's net investment in its foreign operations, the foreign exchange loss is recognised in other comprehensive income.

 

The Loan agreement between SC Secure Capital Limited (old Aisi Capital Limited) (Lender) and Limited Liability Company "Terminal Brovary" (Borrower) was signed on 19 December 2006 and originally had a Repayment Date of 19 December 2012. Under this agreement the Lender agrees to provide USD 30.000.000 to the Borrower with the interest rate to be Libor (3 months) plus 7,5% per annum. The Borrower has the obligation to repay the Loan in full on the Repayment Date together with the accrued interest. In 2015 no interest was calculated for this loan.

A potential Ukrainian Hryvnia weakening/strengthening by 30% against the US dollar with all other variables held constant, would result in an exchange difference on I/C loans to foreign holdings of (€8.085.330)/ € 8.996.341 respectively, estimated on balances held at 31 December 2015.

 

32.4 Loans to associates

 

30 Jun 2016

31 Dec 2015

Loans to Green Lake Development SRL

261.248

254.718

Total

261.248

254.718

 

33. Contingent Liabilities

 

33.1 Tax Litigation

 

The Group performed during the reporting period a part of its operations in the Ukraine, within the jurisdiction of the Ukrainian tax authorities. The Ukrainian tax system can be characterized by numerous taxes and frequently changing legislation, which may be applied retroactively, open to wide and in some cases, conflicting interpretation. Instances of inconsistent opinions between local, regional, and national tax authorities and between the National Bank of Ukraine and the Ministry of Finance are not unusual. Tax declarations are subject to review and investigation by a number of authorities, which are authorized by law to impose severe fines and penalties and interest charges. Any tax year remains open for review by the tax authorities during the three subsequent calendar years; however, under certain circumstances a tax year may remain open for longer.

 

The Group performed during the reporting period part of its operations also in Romania, Greece and Bulgaria. In respect of Romanian, Bulgarian and Greek taxation systems all are subject to varying interpretation and to constant changes, which may be retroactive. In certain circumstances the tax authorities can be arbitrary in certain cases.

 

These facts create tax risks which are substantially more significant than those typically found in countries with more developed tax systems. Management believes that it has adequately provided for tax liabilities, based on its interpretation of tax legislation, official pronouncements and court decisions. However, the interpretations of the relevant authorities could differ and the effect on these condensed consolidated interim financial statements, if the authorities were successful in enforcing their interpretations, could be significant.

 

At the same time the Group's entities are involved in court proceedings with tax authorities; Management believes that the estimates provided within the financial statements present a reasonable estimate of the outcome of these court cases.

 

33.2 Construction related litigation

 

There are no material claims from contractors due to the postponement of construction/development projects or delayed delivery other than those disclosed in the financial statements.

 

33.3 Delia Lebada srl debt towards Bank of Cyprus

 

Sec South East Continent Unique Real Estate Investment ltd has provided in 2007 a corporate guarantee to the Bank of Cyprus in respect to the loan provided by the latter to its subsidiary Delia Lebada srl, the owner of the Pantelimon Lake plot (Note 14). As the loan is in default, the bank has initiated an insolvency procedure. Depending on the final outcome of the procedure (that may include an auctioning of the plot), the Bank may call the difference between the price received from the auction and €4.569.725 (without any accrued interest and default penalty) which is the total liability. The Group is in discussions with the bank and its partner in the  Delia Lebada srl to find an amicable settlement to the case. Management believes that the case has been adequately provided for.

33.4 Other Litigation

The Company has a number of legal cases pending. Management does not believe that the result of these will have a substantial overall effect on the Group's financial position. Consequently no such provision is included in the current financial statements.

33.5 Other Contingent Liabilities

 

The Group had no other contingent liabilities as at 30 June 2016.

 

34. Commitments

 

The Group had no other commitments as at 30 June 2016.

 

35. Financial Risk Management

 

35.1 Capital Risk Management

The Group manages its capital to ensure that it will be able to implement its stated growth strategy in order to maximize the return to stakeholders through the optimization of the debt-equity structure and value enhancing actions in respect of its portfolio of investments. The capital structure of the Group consists of borrowings (Note 25), trade and other payables (Note 26) deposits from tenants (Note 27), financial leases (Note 29), taxes payable (Note 28) and equity attributable to ordinary or preferred shareholders. The Group is not subject to any externally imposed capital requirements.

Management reviews the capital structure on an on-going basis. As part of the review Management considers the differential capital costs in the debt and equity markets, the timing at which each investment property requires funding and the operating requirements so as to proactively provide for capital either in the form of equity (issuance of shares to the Group's shareholders) or in the form of debt. Management balances the capital structure of the Group with a view of maximizing the shareholder's Return on Equity (ROE) while adhering to the operational requirements of the property assets and exercising prudent judgment as to the extent of gearing.

35.2 Categories of Financial Instruments


Note

30 Jun 2016

31 Dec 2015



Financial Assets




Cash and cash equivalents

21

870.457

895.422

Long Term Receivables


251.187

252.916

Prepayments made for investments

14.4c

100.000

100.000

Prepayments and other receivables

20

5.563.906

4.795.223

Available for sale investments

19

2.937.897

2.783.535

Total


9.723.447

8.827.096





Financial Liabilities




Borrowings

25

51.306.052

53.680.779

Trade and other payables

26

8.556.937

7.716.924

Deposits from tenants

27

924.795

756.454

Finance lease liabilities

29

11.628.618

11.465.722

Taxes payable and provisions

28

1.650.242

1.546.450

Redeemable preference shares

22.6

6.430.536

6.430.536

Total


80.497.180

81.596.865

 

35.3 Financial Risk Management Objectives

The Group's Treasury function provides services to its various corporate entities, coordinates access to local and international financial markets, monitors and manages the financial risks relating to the operations of the Group, mainly the investing and development functions. Its primary goal is to secure the Group's liquidity and to minimize the effect of the financial asset price variability on the cash flow of the Group. These risks cover market risks including foreign exchange risks and interest rate risk as well as credit risk and liquidity risk.

The above mentioned risk exposures may be hedged using derivative instruments whenever appropriate. The use of financial derivatives is governed by the Group's approved policies which indicate that the use of derivatives is for hedging purposes only. The Group does not enter into speculative derivative trading positions. The same policies provide for the investment of excess liquidity. As at the end of the reporting period, the Group had not entered into any derivative contracts.

35.4 Economic Market Risk Management

The Group operates in Romania, Bulgaria, Greece and Ukraine. The Group's activities expose it primarily to financial risks of changes in currency exchange rates and interest rates. The exposures and the management of the associated risks are described below. There has been no change in the way the Group to the Group's manner in which it measures and manages risks.

Foreign Exchange Risk

Currency risk arises when commercial transactions and recognized financial assets and liabilities are denominated in a currency that is not the Group's functional currency. Most of the Group's financial assets are denominated in the functional currency. Management is monitoring the net exposures and adopts policies to contain them so that the net effect of devaluation is minimized.

Interest Rate Risk

The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. On June 30th, 2016, cash and cash equivalent financial assets amounted to € 763.907 (31 December 2015: € 895.422) of which approx. €2.000 in UAH, €260.000 in RON and €150.000 in BGN (Note 21) while the remaining are mainly denominated in either USD or €.

The Group is exposed to interest rate risk in relation to its borrowings amounting to € 36.569.398 (31 December 2015: €53.680.779) as they are issued at variable rates tied to the Libor or Euribor. Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group's strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles. Upon sale of Terminal Brovary (Note 8) the debt exposure of the Group is expected to be reduced by €11m.

The Group's exposures to financial risk are discussed also in Note 5.

Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group's strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles.

As at 30 June 2016 the average interest rate for all the interest bearing borrowing and financial leases of the Group stands at 4,96% (31 December 2015: 5%).

The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 30 June 2016 is presented below:


as at 30.06.2016

+100 bps

+200 bps

Weighted average interest rate

4,96%

5,96%

6,96%

Influence on yearly finance costs

-

(625.174)

(1.250.348)

 

The Group's exposures to financial risk are discussed also in Note 5.

 

35.5 Credit Risk Management

The Group has no significant credit risk exposure. The credit risk emanating from the liquid funds is limited because the Group's counterparties are banks with high credit-ratings assigned by international credit rating agencies. The Credit risk of receivables is reduced as the majority of the receivables represent VAT to be offset through VAT income in the future. In respect of receivables from tenants these are kept to a minimum of 2 months and are monitored closely.

35.6 Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which applies a framework for the Group's short, medium and long term funding and liquidity management requirements. The Treasury function of the Group manages liquidity risk by preparing and monitoring forecasted cash flow plans and budgets while maintaining adequate reserves. The Treasury function is also in discussions with the various lending institutions which have provided debt to several of the Company's property acquisitions to free as much cash us possible. Pursuant to the financial crisis of the last few years, lending institutions have tightened their control over property cash flows in order to secure their debt holdings and as a result they allow only minor percentage of the properties' cash inflows to the Company. The following table details the Group's contractual maturity of its financial liabilities. The tables below have been drawn up based on the undiscounted contractual maturities including interest that will be accrued.

 

30 June 2016

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years


Financial assets






Cash and cash equivalents

870.457

870.457

870.457

-

-

Prepayments and other receivables

5.563.906

5.563.906

5.563.906

-

-

Available for sale investments

2.937.897

2.937.897

2.937.897

-

-

Long Term Receivables

251.187

251.187

251.187

-

-

Prepayments made for investments

100.000

100.000

100.000

-

-

Total Financial assets

9.723.447

9.723.447

9.723.447

-

-







Financial liabilities






Borrowings

51.306.052

52.800.151

24.689.413

11.912.000

16.198.738

Trade and other payables

8.556.937

8.556.937

4.107.772

-

4.449.165

Deposits from tenants

924.795

924.795

135.135

-

789.660

Finance lease liabilities

11.628.618

16.545.391

1.085.844

905.625

14.553.922

Redeemable preference shares

6.430.536

6.430.536

6.430.536

-

-

Taxes payable

926.023

926.023

926.023

-

-

Total Financial liabilities

79.772.961

86.183.833

37.374.723

12.817.625

35.991.485

Total net liabilities

70.049.514

76.460.386

27.651.276

12.817.625

35.991.485

 

 

31 December 2015

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years


Financial assets






Cash and cash equivalents

895.422

895.422

895. 422

-

-

Prepayments and other receivables

4.795.223

4.795.223

4.795.223



Available for sale investments

2.783.535

2.783.535

2.783.535



Long Term Receivables

252.916

252.916

252.916



Prepayments made for investments

100.000

100.000

100.000



Total Financial assets

8.827.096

8.827.096

8.827.096









Financial liabilities




-

-

Borrowings

53.680.779

56.037.869

24.198.982

14.649.577

17.189.310

Trade and other payables

7.716.924

7.716.924

3.044.036

-

4.672.888

Deposits from tenants

756.454

756.454

132.684

-

623.770

Finance lease liabilities

11.465.722

16.741.482

775.146

840.158

15.126.178

Redeemable preference shares

6.430.536

6.430.536

6.430.536

-

-

Taxes payable

1.546.450

1.546.450

1.546.450

-

-

Total Financial liabilities

81.596.865

89.229.715

36.127.834

15.489.735

37.612.146







Total net liabilities

72.069.769

80.402.619

27.300.738

15.489.735

37.612.146

 

35.7 Net Current Liabilities

The current liabilities amounting to €40.140.452 exceed current assets amounting to €16.831.727 by €23.308.725. This difference is primarily a result of the bank borrowings related to the residential portfolio €11.117.514 that are repayable by ongoing sales proceeds, whenever these occur, which according to the IFRS appear to be repayable within the next 12 months.  In addition the EBRD Terminal Brovary debt, amounting to €11.574.472 which is also presented as a current liability due to the breach of certain covenants should be viewed as under transfer upon completion of the sale of Terminal Brovary (Note 7).

Considering the above current assets are lower than current liabilities by €616.739

36. Events after the end of the reporting period

36.1            Redeemable Convertible Shares Class B

On 28/7/2016 the Company announced that it had exercised its right to request a three-month extension to the Redemption Date of the Redeemable Convertible Preference Shares Class B (Νote 22.6) which were issued in July 2015 to the vendor of BLUEBIGBOX 3 S.R.L.. The property, which is fully let to the European DIY retailer Praktiker, the Romanian operations of which are now owned by MINIERA SUD EST and Susli Omer, was purchased by the Company for a total consideration of €6,1 million, which was settled by the issue of 8.618.997 Redeemable Convertible Preference Shares to the vendor. Under the terms of the sale and purchase agreement, the RCPS's were to be either converted to an equal number of ordinary shares or redeemed for €0,7056 per RCPS on 13 July 2016, subject to SPDI's right of extension. Further to the extension, the RCPSs will either be redeemed or converted by 13 October 2016 at the discretion of the holder of the RCPSs.

36.2            Nestle - Bank of Piraeus

On 11/8/2016 SPDI announced that it had received a mutually agreed €1,39 million fee from Nestlé Romania in settlement of the early termination of its rental contract (due to expire in September 2018) for the Company's Innovations Logistics Park in Bucharest, Romania, due to Nestle Ice Cream unit wider global restructuring plans. In addition, Nestle Romania agreed to forego the rental deposit guarantee of approximately €0,28 million and will leave certain fixtures and fittings, including storage racks to the ownership of the Company. The cash component of the settlement received of ~ €1,39 million represents approximately 1,5 years' worth of rental income that would have been due from Nestlé Romania in the event it had not terminated the lease.

Pursuant to the agreement with Nestle and following a payment of all sale & lease back overdue instalments the Company has entered into discussions with the lending institution, Bank of Piraeus Leasing, for restructuring the sale and lease back agreement.

36.3            Delia Lebada-BoC

Delia Lebada Invest Srl, a subsidiary, entered into a loan agreement with the Bank of Cyprus Limited in 2007 to effectively finance a leveraged buy-out of the subsidiary by Sec South. The bank loan amounting to €4.830.000 is secured with a mortgage and a corporate guarantee by SEC South. The balance of the loan as at 31 December 2015 is €4.569.725 (without any accrued interest and default penalty). Following acquisition by the Group in mid 2015, and as the loan was already in default and the Bank initiated insolvency procedures to take over the Pantelimon lake asset. The insolvency procedure may culminate in auctioning off the land plot within the second half of 2016. The Group is currently in discussion with its partner and the bank in an effort to find an amicable settlement,

 

36.4            Change of NOMAD

On 5/8/2016 the Company announced that it has appointed Strand Hanson Limited as its Nominated Adviser and Broker.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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